Stop Running
by EllaAniMine
Summary: Steve was convinced that he didn't want a family anymore; that man died in the ice. Then, this kid comes in who doesn't know when to give up, and although he shouldn't Steve feels responsible for her. He sees she left her questionable past behind her, and in a last ditch effort to do the right thing and use what she can do for good, she jumped for Steve. So he caught her.
1. Chapter 1

It took Steve a moment to connect the ringing in his pocket with receiving a phone call, and another moment to work it out of his pocket, but he couldn't be more confused when the conversation started.

"Hello?"

"Listen, Steve; if you're avoiding me, answering your cell was a bad move."

"I'm sorry?" Steve tried to work through exactly what was happening. "Sam, what are you talking about?"

"I've been knocking on your door for five minutes, why won't you let me in, man?" Sam sounded aggravated, but Steve thought he understood the situation a little better.

"Sam, I'm not home."

"Sure, I'll buy that." Sam responded. "I can hear you!"

"Sam." Steve began very gravely. "I'm not in the apartment."

"What do you mean? It sounds exactly like any other time I drop by, the radio's on and everything."

"Sam, listen." Steve thought very quickly about just what to do. "You have to get in there, someone must have broken in." There was a huff over the line.

"This is NOT how I planned my day out." Steve could bear the apprehension in his voice, but the quiet was disturbed by the splintering of wood and the bang of the door crashing into the wall. He could hear the heavy footsteps as Sam checked the whole apartment and the sigh when Sam reported back. "There's no one in any of the rooms, but someone was definitely here. Food set out on the counter, and the window is open; they must have bailed before I got in."

"They were listening." Steve said absently. "Can you stay until I get back? Clearly we're dealing with a professional and I have a lot of things to account for."

"Yeah, but what should I tell the angry landlord that's stomping up here?"

"You'll think of something."

It had been days since that incident; nothing was stolen or even misplaced and the thief had not made a return. Everything had been meticulously searched through but nothing had moved even a centimeter out of it's place, not even any of Steve's personal affects. The only sign anyone unwelcome had been there was the open window and the food that was set out, a combination of sandwich supplies Steve himself was not fond of.

With no leads and no real reason to believe they would return, Steve tried to slip back into normalcy. He woke up, did what was on his daily agenda, and went to bed like he always would. It wasn't until he had gotten comfortable again that a sharp snap woke him in the middle of the night.

In the darkness of the room it was hard to identify the shadow, and while Steve remained wary it calmly sat down on the edge of his bed. It was a violation of his personal space, but the air remained quiet until the lamp on the nightstand flickered to life with a pop. With the illumination Steve was better able to see her, and he wrinkled his brow even further trying to piece things together.

She was so young, not more than 14 or 15. It was obvious she was only a girl, but her sweet features were pressed into rigid lines to give off a frigid look.

"We need to talk." She whispered.

"Who are you?" It tumbled out before he got the chance to wrangle his words. The girl's face shifted suddenly and she rolled her eyes at him.

"I get that maybe that's all that's important to you, but I worked really hard for this introduction so maybe just let me get to it?"

Steve was at a loss for words, but for now maybe it was safer to go with it. "Okay." He muttered, waiting for her to continue.

"You probably know where this is going, you just haven't made sense of it yet; allow me to alleviate some confusion. I've been living here when you're not. Well, not including the last couple days, the whole door busting thing kind of put me off, but other than that the time has been lovely." It was almost as if she thought it a joke, but she pressed on. "I guess I hoped we'd meet under better circumstances, but I hadn't quite figured out what that might be before your pal spooked me, so now we're down to this. You're going to help me."

"That's impossible." Steve began. "I would have known if you were here."

"Well, they say that eyesight deteriorates with old age. I guess I figured you were an exception, gramps."

"How did you get in here? How did you find me?"

"I have, specific knowledge about an approximate number of things. Also, you visit the Smithsonian and Brooklyn a lot. Like, a LOT a lot."

"You can't be here, I'm calling the authorities." Steve began to blindly search for the phone, but he paused when she passed it to him, 911 already typed in.

"Call them as many times as you like, I'll keep coming back. Look, I'm not going to play games or hide anymore. You're going to help me!"

"I can't help you, you need to go back to your home."

"I don't have a home!" Her voice cracked as she shouted, but she tried to contain herself quickly. "I don't have anything anymore, just PLEASE..." She made steady eye contact for the first time. Her eyes were brown, almost an amber, and they looked practically destitute. "Be the good guy."

Steve felt his resolve crumbling away. He wasn't entirely sure just yet that she was of no threat, but he could tell she had a lot of faith in coming to him. With a sigh, and clearly against his better judgement Steve nodded his affirmation. "Okay. Tell me why you're here."


	2. Chapter 2

"I mean that's GENERALLY it." The girl shrugged, and looked around the apartment for the umpteenth time. "I thought, you know, with this power to copy what I see that maybe I could make some use out of it, and when dad was killed... You were the first person I thought of."

"Don't you have any family that's looking for you?" Steve dragged his hand across his forehead again and brought it back down to rest on his coffee mug. He looked across the counter to where she sat on one of the stools, feet dangling off the ground, nursing her own cup of coffee. Actually, it was more warm milk and a splash of coffee, because something didn't settle right with Steve when she looked at him so seriously and asked for it black.

"Well, not exactly." Her fingers wrapped around the cup and scratched at the ceramic awkwardly. "Anyone I'm actually related to doesn't care about keeping me secure as much as keeping the money secure."

"Money? You didn't say anything about money." Steve leaned over the counter more, and the girl looked incredibly small.

"My dad's research made him and his coworkers a lot of money, so he put most of it into trust funds for me, hoping he'd be able to teach me to manage it. He didn't want to make a big deal out of it, but he let it slip once when someone came asking him for money. I don't want to believe that the money had anything do do with his death, but... You never know."

"None of that really tells me who you are. I know how you got here, and why you got the idea to find me, but you haven't told me anything about who you are. How am I supposed to believe your story?" Steve asked. He didn't want to push too hard with her just being young, but he had to get some more answers because she had approached this in a pretty shady way.

"I can't tell you a lot, but I guess I can try to answer some specific questions." She pushed some of her hair behind her ears and stared into her mug of milk-coffee.

"I'll start easy; what did you do to your hair?"

"The color? Well... I mean, since I ran away I figured black was the farthest from my natural color I could go. Does it look bad?" She was so nervous now. It was surprising to see this side if her after she had confronted Steve earlier. The confidence was gone and replaced with something more sincere. It was like she was waiting for something to happen. Waiting to be, scolded.

"It's not that it looks BAD, it just... Doesn't suit you." Steve made an effort to lighten her mood, but he doubted he was doing a good job. "So, what's your name?"

"I don't have one anymore. It didn't seem important after I bolted, and I worked pretty hard to try to forget my old name. I guess, if you have something that'd be fine." The girl looked up briefly. "That is, assuming we'll be spending a lot of time together."

"Yeah, a lot of time..." Steve mumbled, looking blankly at her as if trying to think of something non-offensive. "This is hard, I shouldn't be giving you a name."

"Why not? Everyone else has." She shrugged one shoulder and pulled the mug to her lips. "It's not like it's a forever thing, it can change if you want later."

"It's a little more complicated than that." Steve reached far back into his mind for a girl's name. "The only girls names I can figure for are my mother's name and Maxine."

"Oh god, Cap is it a bad day for you?"

"Please, don't call me 'Cap', everyone thinks it's such a great idea. It's all I hear." Taking another sip of coffee, he spoke again. "My name is Steve."

"Alright Steve," there was a bit more mischief than before written on her face, and she smiled just a little wickedly. "If those are the only thing you can come up with can you at least compromise with my desire to not have a dumb name and call me Max?"

"Deal." Steve reached across the counter, and shook hands with her.

"Shit, is that the sun?" She suddenly looked out the window and remarked, causing Steve to glacé at the clock.

"It's 6:10, so the sunrise is-,"

"It's, it's so," She slid off the stool and padded softly over to the window. "It's beautiful."

Steve wandered over to the window as well and looked out over the buildings as the sun came up.

The clouds were painted a bright pink and up above the night turned into blue day. Steve noted that it was the first time he had really stopped to look at it in a long time, and thought to himself that he really should make an effort to catch it every so often. He almost couldn't tear his eyes away as Max nudged him for his attention. She had to try more insistently.

"Maybe, if it's okay with you, while I'm hear we could watch it every once in a while? I've just... I've never really gotten a good look at it and now, I think I love it." She kept looking back to the sky, afraid she would miss it. It took Steve by surprise a little bit.

"What about the sunset?"

"Could we try that too?" Her eyes were glued to the colors out the window, and Steve was bewildered at how captivated she was. Maybe she wasn't as complicated as Steve had initially thought.

"I don't know if you're going to be staying here." He remarked, not really thinking.

"Where else would I go?" Max looked up, confused and maybe just a little hurt. "You'd send me somewhere else? I don't take up a lot of space, I promise!" She folded her hands as if she had to beg. "Steve, please, I can't go anywhere else, how can I trust anyone but you?"

"How can you...? Trust me?" He tried to put words together, but what she said was too surreal. "How can you trust me? We've never met."

"Because," she started. "You're my last leap of faith. I have to trust you."

Steve was taken aback, but outwardly he was able to keep ahold of his composure. He tried to put it as delicately as possible, while maintaining a stern undertone. "Trust is something that has to be earned."

"Then keep your eye on me here, and give me the chance to earn your trust." Max looked up at him with a sincerity that hadn't been there before. "Let me put my abilities to work; train me and teach me things, let me fight the bad guys and defend people, that's all I ask. Just let me prove myself to you and earn your trust, and I promise you I will not let you down." She held out her hand to shake on it. "I'm not asking for a miracle, I'm asking for a chance. There are people that are risking their lives for others; you're one of 'em!, and I've got no right to do any less."

"Listen, I understand where you're coming from. I just don't-"

"Steve, PLEASE! You must know what it's like, just wanting to be able to do something. I CAN do something, I just need to refine my skills." She pleaded. "I'm so close to making something of myself."

Steve pulled his hand over his forehead again, sighing, but bending nonetheless. "I can't promise anything. But I might offer you a chance. I have to be sure you're not lying to me, and that might take some time, but..." Steve looked at Max. "You seem like a good kid. If you can lay low for the next few days, enough time for me to validate your story, I'll think about setting aside some time for training and sunrises." Steve took her hand, waiting for her to agree and shake. She shook quickly and with a smile.

"Sunrises AND sunsets."

"And sunsets." Steve corrected.


	3. Chapter 3

They should have seen this coming. Really, the fact that an entire week had gone by with no one openly questioning why Steve was spending more time in his apartment, or why he had been caught with chocolate Snack-Packs was surprising. However, it wasn't until Steve and Max were making blue raspberry jell-o and Sam dropped by unannounced to talk Avengers stuff that they had to answer any questions.

Max sat next to Steve and looked between the two adults holding eye contact. Steve had his hands folded on the counter and Sam sat on a stool with his arms crossed. After a prolonged silence, Max leaned over the counter toward Sam and geared up to speak.

"You're clearly unhappy about this situation." She said, delicately as she was able.

"Who is she?" Sam questioned, and Steve sighed.

"It's a long story."

"Ah, let me shorten it." Max spoke up again. "I've been living here for the past week because Steve is the only person I know I can trust, and before that I broke in, and before THAT isn't entirely relevant, not that I don't know Steve has been snooping around trying to find out about it."

"Steve," Sam fixed him with a look of disappointment.

"How hard could it be?"

"What do you know about kids?"

"I was a kid once." Steve defended.

"Yeah almost a hundred years ago." Max said, under her breath. "Literally."

"While that was hilarious," Sam began. "I can't get behind this. A kid is going to be a huge set back. What are you gonna do, make her a super hero?"

The silence was awkward and Sam slowly realized what the plan was this whole time.

"Oh no. No no no, Cap, man be real. She's a kid, you can't just pick someone off the street and make an Avenger out of them?" Sam argued.

"Why not? Isn't that what happened to you?" Steve countered.

"I have military training!"

"Fight me!" Max shouted.

"What?" Sam said, taken aback by how brash she was acting.

"Max,"

"No, really. Come at me, and we'll see just how good that training is." Max cracked her knuckles. "What, afraid you'll lose? I didn't know you were chicken."

"You're picking a fight you can't handle." Sam snapped back.

"You're talking an awful lot for someone that's so sure of them-self."

"Max knock it off, this isn't funny." Steve stepped in.

"I'm not going to fight you, you're a KID!"

That statement made Max snarl and she vaulted over the counter, tipping one of the stools in her dash to the counter. She firmly grasped the closest sharp object she could get her hands on, and flipped it into the air, snatching it again in a vice-like grip. The anger spread from her face to her shoulders and she stood in the center of the kitchen like a wild pack animal trying to assert their dominance; a wild pack animal with a naturally balanced stance.

"I am so sick and tired of people underestimating me, or calling me a KID!" She shouted. "I can take you down at your own game! Bring it old man!" Max moved to rush Sam, but before she got very far, she was hefted out of the air and slung up over a shoulder. She struggled awkwardly to loosen his grip, but had to drop the weapon to gain more leverage. "Put me down! I can take him, let me at 'im! I'll teach him to call me a kid!" Max beat on Steve to let her go, but his grip stayed firm.

"You ARE acting like a child." Steve said, causing Max to realizes what she was doing and stop resisting. "Attacking Sam isn't going to win you bonus points with anyone."

"Fine." Max spat angrily. She slid off of Steve's shoulder and crossed her arms defiantly.

"Maxine! Look at me when I'm talking to you!" Steve raised his voice and Max cringed; he had to go there, using the full name he had given her.

"Ugh! Whatever, I get it! I get punished because he said rude stuff. Point taken, I read you loud and clear." Max stormed off before Steve could say a anything more and left both adults in silence. After about thirty seconds Sam broke the silence.

"Are you sure you know what you're doing? That girl's got a temper and she seems like a bit of a fighter."

"I appreciate your concern, but I can handle her. She's obviously trying to distance herself from something, but she really wants this." Steve settled into another stool and heaved a sigh. "I didn't say it was going to be easy, and I certainly won't be perfect... But I can't give up on her. I'm going to make mistakes, and it's going to be hard balancing everything that's going on with SHEILD and taking care of Max, but this is an investment I'm willing to make."

"You're really doing this?" Sam questioned. "You're going to train her in fighting crime?"

"It'll be worth it." Steve assured Sam. "Plus, the kid's started to grow on me. The chocolate pudding is an added bonus."

"Just watch the snack packs, cap." Sam chuckled. "Shouldn't you go check on her?"

"She'll be stewing for a bit, I'll handle it later after you've finished the real reason for your visit."

Almost twenty minutes later Steve shut the door and ran a hand over his forehead. He quietly padded to the spare room and sure enough Max was parked in the middle of the mattress. Steve stood in the doorway, leaning against the frame; arms crossed but exhausted. They were aware of each other's presence but there was no real tension, just waiting.

"Hey, what was all of that back there? You were about ready to chop his head off." Steve spoke softly and took a few steps closer. Max shrunk a little bit more, but fired back a response quickly enough.

"He had it coming."

"Max, I understand that you were upset, but that was no excuse to resort to violence."

"Yeah but-" Max whipped around trying to plead her case, but Steve was having none of it.

"If you take nothing else away from that encounter, take this; your emotions will be your biggest downfall." Steve began, sitting next to Max. "It will be hard to differentiate between what you're feeling and what is right. Sometimes you'll get personally involved in something and it will be hard to walk away." Steve looked at her somberly as if he knew these feelings all too well. "There's a difference between justice and vengeance and too often we walk a fine line on that issue. It won't just be you, other people will struggle with this too, but ultimately you will have to answer for all of your actions." Steve felt like he should reach out and comfort her, Max looked so sad, but perhaps that would compromise the weight of his words. He kept his hands to himself. "Do you understand Max?"

"I understand." Max responded quietly. "I'm sorry Steve. I let you down."

"No, you didn't let me down. You just learned something new today." Steve started to smile sympathetically.

"I just- I got so angry when he started saying those things! I forgot where I was and my first response was to show him up. I guess I forgot that not everybody believes in me like you do."

"Hey," Steve reached out and set a hand on her shoulder. "It's getting late, and I hear there's supposed to be a darn good sunset." He couldn't stop the slight smile that came from watching her face light up with childish glee. "It'd be a shame if we missed it."


	4. Chapter 4

Four weeks after Max had permanently settled into Steve's apartment was the first time that Steve got the feeling that something was really wrong with Max. Steve hadn't been able to find ANY information on her when he had searched; it was like she didn't exist. No records of a missing child with her description, and absolutely no next of kin to be found. It wasn't that Steve didn't know that Max was hiding her past, but he didn't want to push her. Truthfully he didn't really see a point in bombarding her with questions as long as things were going well.

That night was anything but well.

It was sometime around 11:30 and Steve rolled out of bed to relieve himself; before he made it to the bathroom he noticed down the short hall that Max's room was fully lit up. It was too late to be not sleeping, especially for her, so Steve made a detour to put her to bed.

He was somewhat surprised to find that she was snuggled safely up under the blankets. He didn't read too much into it, thinking that maybe she had fallen asleep before turning the light off. She'd been pretty tired after they'd run today, so Steve figured she must have just collapsed without much thought. He flicked the switch off, plunging the windowless room into complete darkness and turning to walk away.

The gasping and scrambling stopped him in his tracks and when he looked back, Max stood against the wall, fingers splayed over the light switch, breathing like she couldn't get enough air into her lungs. She looked like she was having a panic attack, and Steve padded over, gripping her arms steadily. She struggled and shouted, "no!" "Let me go!", in a desperate attempt to get loose she tried to fight Steve off. Steve held onto her, trying to be steady and comforting.

"Max! Max calm down, I'm right here! It's me!" Steve spoke over her shouting. "Max you're safe!" Steve pulled her closer, through her struggling he held onto her. "You're safe, it's me, Steve."

Slowly Max stopped fighting, but her eyes were still blown wide with fear. She gripped onto Steve's arms to steady herself and looked Steve in the eyes. He'd never seen her so afraid, never, not even when she executed dangerous stunts. Slowly she found the words to speak, but it creaked out like she wasn't sure of herself.

"Steve?" It didn't even sound like her voice. She was calming down, but she still shook sometimes.

"Max, what happened?" Steve whispered, concern everywhere. As soon as those words left his lips, Max stiffened and turned away, she pushed his hands off and refused his comforts.

"I don't want to talk about it." She mumbled. She stood back up, and Steve noticed that she was wearing shorts and a thin T-shirt; her sleep clothes. She'd left the light on purposefully.

"Max," Steve stood up, sitting on the edge of the bed. Max kept her back to him and stayed closed off, like a wounded animal. She pulled her knees up and wrapped around them. She was holding herself, trying to will away the remnants of fear without Steve knowing. "Max, you can tell me. Anything."

"I don't want to tell you, I want to be left alone." Max practically snapped. Steve sat back, thinking how she had never acted like this before. With a sigh Steve stood up and made for the door. Before he left Max tipped her head toward him and quickly said, "Don't turn the light out."

Steve stopped and tried to put the pieces together. Slowly walking back over to the bed, Steve sat next to Max. "Are you afraid of the dark, Max?"

"Of course not, you lumbering idiot!" Max turned and snapped, quickly turning away again. She hadn't let go of her knees, and the tension in her shoulders was fit to tear something.

"Max you can tell me." Steve reached out and wrapped an arm around her shoulders. "I want to help you."

A pitiful sob left Max, and her shoulders sagged. She tried to wipe away her tears before Steve could see them, but they were coming too fast. Steve pulled her into a hug, as if he could actually protect her if she was wrapped in his arms. Max buried her face into Steve's shoulder and her hands gripped fistfuls of his shirt. Her tears soaked his shoulder, and Steve felt part of his heart break for her. "What's wrong?"

"I'm so scared." She whimpered. "I'm just so scared." Her crying was interrupted only by the hiccuping. Steve tried to console her, but he never really was good at this kind of thing. It seemed to be good enough for her to just have him there, but he felt like there was so much more he could have done. "The dark is dangerous." Max mumbled.

"Dangerous?" Steve asked. "What makes it dangerous?" That comment was particularly strange.

"Because," Max sobbed. "You can't see what's coming. I didn't see them coming! It was so dark!"

"Didn't see who coming? Max, what happened?"

"My dad! All the lights were out and I didn't know what was happening!" Max took a long time to catch her breath again. "Before I could figure anything out they killed him and tore the place apart, I couldn't see anything. It was so dark."

"Max look at me, breathe" Steve held her by the shoulders and Max just continued to gasp through her crying. "Breathe, you're safe here." Something moved Steve to pet her hair; smooth it down like an actual parent. It didn't occur to him at the time that this was the gateway to his relationship with Max. After many failed attempts to catch her breath, Max finally seemed to calm down a bit. "Max, listen," Steve spoke quietly. "I am right here. You're safe with me. You are afraid of the things that you can't see in the dark; that's okay. Right now, you are in a safe place. Nothing and no one is going to hurt you, I'll make sure of it."

"Please don't leave me. Steve, I don't want to be alone." Max whimpered.

"I won't leave you, I just have to take care of a few things." Steve smoothed her hair again, moving to get up. "I'll be right back, I swear. In the meantime, straighten out the sheets, there's no point in sleeping on top of them." Max looked reluctant to let him go, but she understood that he had given her his word. He would be back.

Steve tended to the few things he hadn't been able to and brought an extra pillow back to the room. Max was more quiet and contemplative now than ever, but she moved to the side and offered the other half to Steve.

Sure, the plan wasn't to fall asleep with Max tucked under his chin and an arm pulled around her, but she'd seemed so gosh darn relaxed that it would have been a sin to move. So looked so small curled up against Steve, and before falling asleep himself Steve was reminded of her youth. She was still so impressionable, and although he wasn't entirely sure what had happened to her, he knew it was something that should not have happened. Whatever Max had seen, it had changed her; made her grow up in too many ways too quickly. Some of her childish wonder and excitement was still tangible, but when they were training, Steve could see it on her face. All determination and grown up, no room for mistakes.

Whatever turmoil was going on with Max, Steve was sure that she would come to him with it when she was ready. There was a deep trust being built. Max had no one, but now she had Steve.

And if he didn't have anyone else, Steve had Max.


	5. Chapter 5

Steve was standing in the kitchen when Sam knocked on the door, hands cutting apple slices and full of sticky juice he didn't feel like getting all over the doorknob.

"Max, could you get the door?" He called, hearing Max roll off her bed and hurry to the door in her sock feet. Steve cleared his throat before she opened the door and looked pointedly at her feet.

"I'll put my boots on in a minute, Steve!" She rolled her eyes and opened the door to look up at Sam. "What do you need?"

"Steve asked me tag along today. He said there was some things I would need to see to believe." Sam stepped in and stuck his hands in the pockets of his hoodie.

"He wants you to observe my training, I get it." A cocky little smirk colored Max's face. "It's not everyday you get an opportunity like this, so you oughta pay attention."

"Max. Boots. Now." Steve's face meant business, and Max only had to glance at him before she padded back to her room. Steve went back to slicing the apples and preparing the rest of the paper bag lunch.

Sam walked a little deeper into the apartment and swung onto a stool to watch Steve.

"I didn't make one for you, sorry. Thought you'd be able to handle yourself." A small grin broke out on Steve's face. Sam chuckled a bit before finding his words.

"I never thought I'd see you so..." Steve paused his work to look up. "Domestic."

"What's that supposed to mean?" Steve joked.

"You're cutting apple slices. Next thing you know you'll be driving her to soccer practice and speaking at the PTA."

"Max likes apple slices and fruits, and to be fair there are a lot more choices out there for me to try now." Steve shrugged and went back to slicing and coring the last apple.

"That's not the only thing you seem awfully fond of." Sam picked up one of the chocolate snack-packs to illustrate his point.

"Hey, don't knock 'em. I can get a personal serving of chocolate pudding whenever I want, if the future has given me nothing else it gave me that." He smiled and swiped the apple cores into the garbage can. Steve was just dropping the bags of apples into the brown paper when Max came back with her feet stuffed into her boots. There was no way for her to be quiet in them, which was why she preferred to wear sneakers or train barefoot. Unfortunately, if she was ever going to fight out in the field, Steve was going to make sure she was wearing something durable.

"We almost ready?" Max asked, tucking some of her hair behind her ear. Some of her natural color was peaking around her roots, and Steve made a note to talk to her about what she wanted to do about it.

"Yeah, just take these bags and let me grab something. I'll be right out if you two want to head down." Steve passed the bags over the counter and rinsed his hands before walking to the back of the apartment. Max grabbed them and elbowed Sam as a cue to follow her. Down the stairs and outside, Max stopped at the curb. She started stretching a bit, and Sam tried making idle conversation.

"I'm glad we moved past that first meeting. I feel like this is starting to work out." He even gave Max a little smile.

"Sure." Max tried smiling back, although it came off somewhat forced, as she popped the joint in her shoulder. Sam didn't say anything else.

Steve passed through the door and swiped up the lunches, securing them in his backpack and tossing a sweatshirt to Max. "In case it gets cold."

"Thanks, dad." Max responded sarcastically. "The usual course?"

"Nah." Steve thought about it, drawing his arm across his chest to stretch it. "Sam came out to see what you can do, I say we show him." Steve stretched a few more key muscles as Max's grin split her face. "Ready?" Max nodded, clearly excited.

"Wait! What am I supposed to do?" Sam stood up from his seat on the stairs just as Max and Steve got into running position.

"Keep up." Steve answered. Max shot off like a rocket and Steve was close behind. Sam cursed and tried to close the gap, thinking about how he should have stretched when he had the chance.

Max sprinted for a few blocks, and ten suddenly began to vault over things and climb high structures only to jump off the other side. Steve seemed to know exactly what was going on, but Sam had a tough time following everything. Max was running through a park when she turned around and began back handsprings for about twenty feet. People around watched her and scrambled to record this strange girl wheeling through the public space, but before they got their cameras out she was gone. Steve turned right suddenly, long before where Max disappeared, and the men quickly met up with Max, scaling the uneven side of a building using the fire escapes as leverage and running across the roof, jumping from rooftop to rooftop like she was hopping over puddles. On the last few she would jump and roll across the surface to break the landing. After she was done with the buildings, Max jumped down between two buildings from wall to wall, grabbing onto the window ledges.

Sam was puffing just trying to keep up, and was shocked at the dangerous stunts that this fourteen year old was performing. She free ran and stunted across the city for almost half an hour before slowing down in a back alley to let Steve and Sam catch up. Panting just slightly and pushing her hair away from her face Max spoke up.

"I need a little help on this one, do you remember the form?"

"Of course." Steve stepped forward and grabbed Max around her waist. Before Sam could ask what was going on, Steve had tossed Max up into the air. She gripped onto the edge of the building and pulled herself over the edge.

"What the hell was that?!" Sam couldn't believe he just saw that. Without a moment to wait, Steve was out in front of the building waiting for Max's signal. She stood at the very edge of the flat roof and questioned with a thumb up or down wether the coast was clear. Steve swept the area quickly and held out a thumbs up.

"What is she- oh HELL no!" Sam whipped to look at Steve. "She is not going to jump off of that!"

"You might want to stand back." Steve warned as he watched Max back up for her running start. Seconds later she spring off the building and tucked herself into a ball compact enough for Steve to catch. She popped out of Steve's arms and landed on the ground, watching Sam for a reaction.

"Did you teach her that?!" Sam questioned Steve who shook his head.

"I can't do most of that."

"I watched a lot of free running and gymnastics videos." Max piped up. "Retaining it is just about practicing."

"You mean to tell me..." Sam panted. "That ALL OF THAT came from watching videos on the internet?" He watched Max nod. "That's not possible, nobody learns that fast.

"It's my thing." Max responded.

"It's her thing." Steve confirmed.

"I can watch anyone do anything and I know how to do it. For a grand total of three days. If I want to remember how to do it long term, I have to keep practicing just like anyone else." Max took a moment to catch a breath before continuing. "So I've been watching, learning, and practicing to get major skills down so I can actually fight people."

"We've been practicing some hand to hand skills and she's coming along well. I have a lot of faith in her." Steve clapped Max on the shoulder and Max seemed pleased to receive the praise. The moment was cut short when a thug ran out from the alley and started shouting at them in a Hispanic tongue. He was waving a gun around and repeating himself in English.

"Get off my turf! I'll shoot you!"

"Hey, just calm down!" Sam shouted back. "We're leaving!" He turned to leave, but both Steve and Max seemed displeased with just walking away.

"You deaf? I'll get my boys on you!" Just as he was finishing his yelling two more thugs entered from the alley and pulled their own guns.

"We didn't come here looking for a fight, and if you know what's good you'll go quietly." Max took a step forward but Steve tightened his grip on her shoulder. He didn't like these guys any more than she did, but he wasn't about to let her get hurt because of any cocky bravado.

"Man fuck that." One of the thugs let loose a bullet that buried itself into brick of a nearby building. It was unclear of if if was a warning shot or if the thug just had terrible aim, but it didn't seem to matter to Max. Her jaw dropped at the audacity and she shrugged off Steve's grip as she stepped up to the thugs.

"I REALLY don't think you should have done that." She cracked her knuckles and broke into an all out sprint at the shooter, catching him off guard and knocking him to the ground. She knocked the gun out of his hand and swiped it as the other two turned on her. She pointed it at the one's head, but a sneaker collided with it before she pulled the trigger. She leapt up at the other thug and caught him across the jaw with the gun in her hand. When he straightened up Max punched him in the throat and roundhouse kicked him in the chest, knocking the wind out of him. When he doubled over it was easy for Max to swing her other leg up to kick him in the head. He hit the ground, dropping his gun, and didn't get back up leaving Max to wheel around for the other two. Steve had one in a fist fight that he was winning so Max focused on the thug that had shot at them. He was trying to get up when Max kicked him in the side. She knelt on his chest and grabbed him by the collar.

"What do you think you're doing, huh?" She shook him. "You NEVER hold a gun like this!" She demonstrated the sideways grip the thug had been using. "Never! Hey look at me when I'm talking to you!" She whipped him with the gun and continued. "You shouldn't even be carrying a gun you idiot! Your aim is terrible, among other things!"

"Max!" Steve called out, standing in the street next to her. "Put him down."

Max grumbled as she stood up, but kicked the thug in the side again, hoping that what she felt under her boot was a rip being cracked; maybe that would teach him."

"While you two were busy playing vigilante, I called the ACTUAL authorities." Sam said. "The police are on their way. They'll pick these guys up and investigate whatever is going on here."

"Those sound like sirens, we'll head out once the officers get here." Steve pulled Max closer to him and waited for the police to take over the scene. He greeted the officers with a handshake, explained who he was, and gave an account of what had happened. Within ten minutes Steve, Max, and Sam were heading back to the park to have lunch.

On the way there Sam watched as Max walked ahead on a decorative wall and leaned over to talk to Steve.

"I expected you to rush into that fight, but Max just went for it."

"Yeah. Everything turned out fine, but I almost wish she hadn't done it. I was actually afraid she'd get hurt." Steve admitted. "Although, on the other hand I'm proud of her for standing up to them."

"She wasn't afraid of getting hurt. If she's ever out in the field, that'll serve her well." Sam tried to give Steve some positive things to look at. "You're doing well with her, she's a strong kid."

"You said there was something of the utmost importance that we needed to meet for. This way Max won't ask questions about what's up; tell me."

"You know that SHEILD has gone to hell. Technically it doesn't exist anymore, and we can't be sure that what does still exist isn't infiltrated too. That said, certain things are no longer safe in SHEILD's hands. I don't know all of the details, but some day really soon you may take up assets that aren't safe anywhere else." Sam explained. "The few people that are familiar with your current situation aren't sure if you'll be able to take on these assets with... an unknown factor in the mix."

"Max won't be a problem if I explain the situation to her. Whatever assets I need to take on, their safety won't be compromised by Max."

"I hope you're right."


	6. Chapter 6

The bugle sounded Reveille and Steve cracked his eyes open. In the darkness he could see the faint outline of shapes but none of them were the familiar lumps of the barracks, and most notably of all the one that should have been closest was missing.

The weight of it all hit Steve like a Freighter and he bolted up in bed remembering now. He called out desperately in the dark, as if shouting his name would bring him back.

"Bucky!" Steve shook and reached out instinctively, like he was going to catch him this time.

"Who's Bucky?" Steve had heard that before, but this was considerably less menacing and much much smaller. She stood in the doorway, a shadow against the dim light from the hall, and all too quickly the 70+ year gap was closed and Steve remembered exactly where he was.

"Max..." He breathed, his legs no longer feeling trapped under the blankets, but the realization that everything slipped away again made his heart sink one more time. Steve ran his hand across his brow, rubbing his eyes. "What are you doing?"

"I, uh... I found..." She grappled for words that eluded her and held up the beaten up instrument. "I, I swear I didn't mean to..."

"It's fine, I just didn't expect..." Steve tried to make it okay, but for the first time Max looked at him like he was a fragile vase teetering on the edge of crashing to the floor irreparable. "I wasn't ready is all. Say, where'd you learn to blow like that anyway?" His deflection hadn't worked on Max; she crossed the room and slid into the bed next to Steve, nesting herself carefully right next to him.

"Later." She whispered as she settled down and pinned Steve with the saddest and most sympathetic look he had seen from her yet. "Steve, who is Bucky?"

"Max, I really don't-"

"Who is Bucky?" She pressed. "Tell me, please."

"Who was Bucky... " Steve responded morosely. "The right question is, who was Bucky."

Max didn't push when Steve took a long pause, she seemed to understand that it was a difficult topic, but one that Steve had to work through. She gently slotted her fingers with Steve's and squeezed once reassuringly. She was there, and she would listen even if it took all day. "Whenever you're ready, Steve." Somehow that meant everything in that moment.

"He was my best friend." Steve continued finally. "He was always looking out for me, which for a sick asthmatic kid was everything. He finished the fights I started, and never once complained about the beatings he might take because of it." Steve actually smiled a bit, remembering the time before everything became much too complicated. "When my mother passed, he was the closest thing to family I had left. I felt real guilty when he enlisted and no body would take me; felt like it was somehow my fault that I couldn't serve my country the same way every other man could."

"Wait, you WANTED to enlist?" Max asked.

"Of course. I wanted to serve my country." Steve admitted, then thought of a better answer, one Max would understand better. "I didn't like bullies, no matter how big they were, and I wanted to do what I could to save people. So, when my opportunity came I took it. Dr. Erskine gave me the chance that no one else would, and it ended up killing him. And then I became a dancing monkey." Steve remained somewhat bitter over that particular part of history. There he was, able to knock out Hitler and his men for real, but all he did was show.

"Tell me about Bucky, what happened? You must have told him." Max rounded back onto the topic, and Steve took a deep breath to prepare for it all.

"I found out he was MIA behind enemy lines; him and about half the 107th. I didn't know if he was already dead or what, but there was no plan to rescue them so I took matters into my own hands. I made it out with all of them, but they were doing something to Bucky, testing of some sort."

"They?" Max seemed confused.

"Hydra, the real threat of the time. You'll find out more about it later, but it didn't end with the war. Hydra did something to Bucky but I didn't figure out what until much later, by then he was gone again. It was a mission with the Howling Commandos,"

"Your special ops group, I've read about it." Max confirmed.

"It wasn't supposed to happen, he slipped right through my fingers." Steve felt the pain creeping up. He could still see the scene perfectly if he closed his eyes. "I WISH I could go back to that train in the Alps... Maybe things would be different, maybe..." It was all quiet now. "I could have saved him. From everything."

"What was he like?" Max asked.

"Charming." Steve answered quickly, recalling in a heartbeat what had made Bucky. "The man could charm the shirt off your back if you let him, but he never coasted by on that. He worked real hard to support the people around him, always grateful for what little I could provide. He went without often enough, sometimes just because I needed new medicine, or a doctor visit. He always took care. And popular with the dames, but he was a good one, always treated them right. Respectful. He was constantly trying to be my wingman, but no girl was ever really interested."

"If they could see you know." Max mused.

"Bucky was one of the greatest men I ever knew. Certainly my best friend." Steve thought out loud. "I didn't deserve him, but if you ever asked he'd have you convinced in the minute that it was him that didn't deserve me. He was just that kind of guy." For the first time since he started, Steve looked at Max who was taking to heart the things he said. With a soft smile he combed her hair back out of her face. "I think you would have really liked him, if you ever met him."

"If he was anything at all like the man you described, I think I would have been honored to." Max leaned into the touch, the little bit of affection meaning the world to her.

"So," Steve drawled, picking up the battered brass and turning it over. "Where'd you pick this thing up anyway?"

"The skill or the instrument?" Max chuckled.

"Both I suppose."

"Same place. Old stomping ground, way out in the middle of nowhere. I think it was supposed to be a camp, but there was no campfires or crafts... Just a lot of disappointment. There was one old guy that'd trek up the hill to the highest point every day, just to ring out the calls. I don't know why I thought it was as interesting as I did, but I'd climb up with him every day until one day he offered to teach me." Max shrugged. "So he fixed me up with the nicest bugle in his possession and I practiced everyday. I made enemies, and trekked out into the woods where I was alone to really practice hard, so by the end of the camp I was rolling those calls off every day. Guess it was good I got interested when I did, because the next year I was by myself."

"It's not exactly the most popular instrument you could have picked." Steve mentioned. Max just waved it off.

"It wasn't about any of that. It was more... Tradition maybe? You don't really realize how much you need the bugler until you don't have one." Max sighed, pushing all the heavy thought and memories from that time away, as she looked up at Steve. "This bugle has been one of my prized possessions, I keep it from pretty much everything. Too many more dings and she won't ring true for me anymore."

"It sounds very important." Steve agreed. "At any rate now that you've woken me up with it, what should we get to?"

"The sun's not even up yet, there's plenty of day left." Max began to shift around over the bed. "Besides, today feels like a lazy day anyway." She felt around until her feet slipped under the covers and she kicked Steve in the shin. She apologized, but Steve didn't seem too bothered. Safely under the covers and curled up against Steve's hip Max smiled satisfactorily and Steve felt himself crack a grin too.

For today, this was good.


	7. Chapter 7

"Steve, I swear to GOD if you open your eyes or take off the peep shield I'll kill you!"

That was a threat Steve was prepared to take seriously. Max had been getting good at training; scary good.

"Why can't you tell me where we're going?" Steve sighed.

"Not part of the plan." Max chastised, knocking Steve in the shoulder and shuffling around in the black suburban.

"Don't deviate from the plan." Sam added; he was driving. All of this was some crazy idea hatched by Max for who knows why. She had been secretive and told Steve that this was a mission he didn't have clearance for; not yet.

"Why does the plan have to involve kidnapping me?"

"Not kidnapping. Borrowing." Sam corrected.

"Yeah, we didn't kidnap you." Max agreed. "Anybody that needs to know where you are has been filled in."

"I haven't been filled in. I'm pretty sure I need to know where I am." Steve waited while Max and Sam chuckled between themselves.

"You're cute Steve." Max nudged him in the shoulder again.

It was about another twenty minutes before the car stopped and Max dragged Steve out. She sounded both excited and nervous, and Steve had no idea why. Something about this felt off, not normal, and just downright shady.

"Okay okay... 3, 2, 1, look!" Max instructed, and Steve pulled off the peep SHEILD and spotted Max. She was standing in street clothes around a lot of dead grass and some litter. Steve slowly swung his gaze up to the commotion in the distance, tinkling music and life mixed with the clack of metal sliding against metal. It was a fair or carnival or something and all Steve knew was that Max had made this happen. This was it, what she had been building up to. Steve was speechless, what was he supposed to say?

"Steve?" She sounded less sure now. "What do you think?"

"I think... You and I are in for a long day." A smile cracked Steve's face and that seemed to be all Max needed to jump him. She started tugging on his hand pulling him toward the gate and bouncing. "Hey wait, what about Sam?"

"That's okay, I get enough stomach turning excitement on the daily. I'll be just in town, Max'll call if you need me." Sam glanced to Max and gave her a small thumbs up before dropping back into the black suburban and starting the engine. Steve let himself be pulled along by Max up to the gate where Max pulled a wad of dollars out of her pocket and sorted around before passing a few crinkled fives over the counter to the smiling volunteer.

Once they had been stamped and their tickets handed back Max started shoving the mess of money back into her pants pocket.

"Hey, Max let me hold onto those for you. I can put the money in my wallet for safe keeping." Steve pulled out the worn leather and held a hand out to Max who carefully pulled her hand back out of her pocket.

"Okay, but you aren't allowed to spend any of your own money! Don't get these mixed up with yours." So Max passed over the wrinkled mess and Steve started fitting everything alongside the bills already in there.

"I don't think we'll have that problem." He looked at the neat bills on the right compared to the wrinkled ones of the left before folding the wallet and putting it back in his pocket. "Say, where'd you get all this money anyway?"

"Sam gave it to me. I didn't ask for all of it, I just asked if he could spot me a bit until I could find a way to pay him back. Then he asked about why I needed it, so I told him the plan, and two days later he shows up with a bunch of cash from him and Natasha. I've never met Natasha, so I was a little weird about accepting the money, but apparently she works with you guys and she seems like my kind of gal, so I wrote her a thank you note."

"Natasha was in... Never mind. So what exactly is the plan?"

"I just want you to feel better." Max admitted. "You've just been really bummed out since you woke up with that bad dream, and when you're bummed I'm bummed. I just don't want you to hurt Steve, so I found something fun that maybe hasn't changed a lot. I don't know." Max looked sympathetically at Steve. Sure Steve had been down for a few days, feeling bad all over again because of everything that was going on with Bucky, but had he really been so distraught that Max noticed? Then, not only did she notice, but she went to all the effort of finding something fun to bring Steve out of this funk. Really, it was sweet.

"Max," Steve began as he crouched down to hug her. "Thank you."

"Don't worry about it." Max mumbled as she latched onto Steve.

They were walking down the midway, hand in hand, crossing in front of some games. People kept calling out, inviting Steve to play. Knock down the milk bottles, toss a ball in a fishbowl, ring toss, and other carnival games where the risk outweighed the prize. They were almost to the end, making their way for some candy apples, when out of nowhere one of the greasy booth operators jumped out in front.

"You look like you got a good eye on you. Shoot out the star win a prize."

"That's okay, I'm not very good." Steve declined politely.

"Aw c'mon! Someone like you?, I bet you handle bigger guns than this little pellet thing."

"Really, no thank you."

"Just shoot out the paper, easy."

"I said no"

"I'll do it." Max spoke. There was silence for a bit, but the operator just smirked and went behind the counter.

"Alright little lady," he took the five dollars from Max and pulled up the pellet gun. "All you gotta do is shoot out that red star outta the paper and you get anything you want."

"Anything I want?" Max asked, feigning innocence.

"Yes ma'am, anything you want." The man smiled with tobacco in his teeth and handed the gun over. "You wanna put it up to your shoulder like-" Before he had finished Max had turned off the safety, whipped it up to her shoulder and taken aim. The silence around was quiet enough that you could hear the tiny exhale before she knocked out the star with all her pellets. Some people cheered, some were dumbfounded, and some clapped slowly while Max gently set down the gun. Behind the booth the greasy man spat some chew and looked at Max.

"What d'ya want?"

"How about..." Max tapped her chin before turning to the man. "My money."

"That ain't how this works, you get a dumb stuffed toy."

"You said I could have anything I wanted, and I. Want. My. Money." Max leaned across the counter. "There's a police officer making his rounds on the midway coming up right now. I could always break into tears and claim that you stole my money, I'm sure he'd love to investigate that along with the unregistered handgun you've got under the counter."

With a quick glance to the uniformed officer and a snarl the man passed back the bill. Max smiled sweetly and snatched them from his grubby hand before sidling up next to Steve. She shrugged and tossed back, "Better luck next time? Maybe?" before turning and tapping the arm of the policeman and whispering something that made the officer look right at the booth. Max and Steve walked away, using the five dollars to buy a candy apple and going on with their business.

"I didn't teach you how to shoot, where'd you learn that?" Steve asked. Max shrugged and took the candy apple looking at it's glossy surface.

"Scouts?" She offered noncommittally.

"You're not tired are you?"

"No. Course not." Max picked her head up from where it had been drooping against Steve's. She had decided about fifteen minutes ago that if they were going to wait this long for the Ferris wheel Max wasn't going to stand the whole time. So now she was curled up piggy backing Steve and trying not to fall asleep before they got there. It was late, but Max wasn't about to call it quits right before the one thing Steve had specifically said he wanted to do with her.

"Alright, good, because we're almost there."

"Mm-Hm." Max agreed sleepily, looking around at all the lights to try to avoid falling asleep. Five minutes later and they were pressed into the seat next to each other and on the way up. The night breeze was a little chilly but they looked out over the sparkling midway and Steve's heart positively glowed. They stopped at the top and Steve pulled Max under his chin and smiled.

"You didn't have to do this." Steve mumbled, and Max smiled wedging herself closer.

"'Course I did. I couldn't have my best guy feeling down. Wouldn't be right." Max mumbled and yawned, feeling herself losing to sleep. The Ferris wheel slowly turned and Steve sat there letting Max drift off on his arm. When they reached the bottom Max woke up enough to step off the platform and crawled back up onto Steve's back to fall asleep again. Steve carried her out the front gate and stood waiting, looking up at the stars in the sky and feeling a genuine smile. Millions of miles of stars, thousands of places to go, and he was right here where he was meant to be with a tired 14 year old falling asleep on him. Life was funny that way sometimes.

"I don't know what I did to deserve you." Steve whispered over his shoulder to a sleeping Max.

"Ya knocked a couple dozen teeth outta Hitler for starters..."

This was what had gone missing. This feeling of happiness. Maybe it would be short lived, but he could hold onto it. Hold onto it tight, and maybe Steve could learn to be happy again soon.


	8. Chapter 8

"Steve." Max whispered, pressing onto her tip toes at the door. "Steve!" She hissed more urgently, still in the doorway. No matter how many times he had invited her in she never felt comfortable just walking in. Steve was dead to the world but this was important. Max had left the woman at the door and now she couldn't even wake up the man that she needed. Max figured that desperate times called for equally desperate measures and she resorted to blowing the most foul sounding note out of the bugle which seemed to get Steve's attention.

"What Max?" Steve rolled over in bed glancing at the clock. It was still a good half hour before Steve had planned to get up and by this point Max was acclimated to the schedule.

"Important stuff. There's a lady at the door that needs you, and if I gathered the nonverbal cues correctly, it's Natasha."

"Did you let her in?" Steve sat up and threw the sheets off.

"And compromise the safety without assurances?, of corse I did not let her in!" Max responded. "Although, I think she was pleased with how I handled it, I don't know she's stone faced and I like her."

"I'll be sure to mention that." Steve stood and changed his shirt before padding to the door and inspecting through the peephole before opening the door and waving Natasha in. "Sorry you had to wait out there."

"It's fine. She handled the situation responsibly and carefully, I can't be mad." Natasha smiled and glanced at Max for a brief moment before turning back to Steve. "I just stopped by to get you."

"It's Sunday, my only day off, can't it wait?" Steve begged, but the look in Natasha's eyes said that waiting wasn't an option. "What is it? Where do we have to go?"

"Is it safe?" Max questioned, looking directly at Natasha.

"There shouldn't be any threat, but it's... Sensitive." Natasha addressed Max. "I think it would be best to have Steve explain it to you when he gets back. We have to go, now." Natasha looked at Steve and gestured for the door. "Time sensitive."

"Okay, I suppose. Max, don't get into anything and I'll be back. Hold down the fort until then, and there's some fruit in the refrigerator of you feel like snacks." Steve pulled on a jacket as he spoke to Max who took everything in.

"Yes sir." Max nodded and saluted before trudging off to her room as Steve followed Natasha out the door. The two adults were partway down the stairs when Nat spoke up with some amusement in her voice.

"She seems sweet, but you're being a mother hen."

"What are you talking about?" Steve nervously glanced back for a third time as if he were entertaining the thought of going back up.

"Cut the bullshit Steve, it's obvious you care about her." Natasha flung open the door and walked outside to the unassuming car. "And, she cares about you too."

"How do you figure?" Steve asked sarcastically walking around the car.

"If she didn't care I could have just waltzed in." Natasha raised an eyebrow and dropped into the car. Once both doors were closed and the engine started Steve turned with a grave expression.

"Why did you come get me?" Natasha pressed her lips into a pensive line, subtle, but noticeable to anyone that knows her.

"You need to take on an asset. When it became obvious that SHEILD wouldn't be able to continue lodging, you were the first choice."

"Why me?" Steve asked.

"... You'll see."

"You must be kidding." Steve breathed, looking through the glass.

"No, you need to take Bucky home." Natasha stood next to Steve watching through the glass as Bucky talked to the psychologist. He seemed somewhat reserved but didn't remain silent for much longer than it took to be prompted by the psychologist.

"Nat, the last time we saw each other he was trying to kill me."

"He's been undergoing a lot of therapy. You'll be completely safe."

"What about-"

"It'll be just like any other transition. It might take time, but he should warm up to her." Natasha turned to Steve with a small smile. "He's coming back Steve."

Steve watched nervously as both Bucky and the psychologist stood up and shook hands. The psychologist walked out the door next to where Steve stood and seemed pleased.

"He's been prepped, you can go in." Steve nodded in understanding and watched the man walk away. He stayed rooted to the spot and watched through the glass as Bucky awkwardly sat back down and hunched over his knees, wringing his hands together. Steve felt guilty, that he hadn't been there and that he hadn't even known Bucky was being rehabilitated.

"You have to face him sometime." Natasha pressed, and Steve sighed heavily. He reached to open the door and stepped in. Immediately Bucky looked up and jumped to his feet.

"Steve?" Bucky rasped, and it broke Steve's heart.

"Hey Buck."

"They told me you're taking me out of here." Bucky smoothed a hand over the sleeve of his t-shirt and down his metal arm.

"Yeah. I guess were gonna stick together for a while, it'll be kinda like it used to be." Steve stuck his hands in his pockets, not trusting himself. What if Bucky wasn't ready to come to him, their relationship had gotten so complicated.

"Right." Bucky looked lost, like he was trying to recall something but nothing was there. "Was it good, back then? What was it like?" It hurt that Bucky didn't remember, but that wasn't his fault and Steve had to remember that.

"It was... Hard. But we were there for each other." Steve saw a bit of understanding in Bucky's face and continued. "And I'm here for you now. I'm with you, to the end of the line." Bucky's face softened.

"I thought you were smaller, Steve." Bucky tried to joke.

"Where have I heard that before?" Steve smiled a bit.

Max heard the key in the lock and rushed from her room to the front door. When it swung open Steve and a mystery man in a hoodie with the hood pulled up and his hands shoved into his pockets walked in. Max's smile faded into confusion and she noticed Steve's uncomfortable expression.

"Steve... What's going on?" Max asked warily.

"Since when do you have a kid?" Bucky mumbled.

"This is Max. She's living here under an interesting set of circumstances." Steve answered and Bucky seemed to understand. Max was very confused, but extended her hand politely for a friendly but distant handshake which Bucky awkwardly received after a pause that was just a bit too long.

"It's nice to meet you, I think." Max glanced from Bucky to Steve trying to figure out what this meant. Bucky pulled down his hood and awkwardly looked around the apartment. It was sparse, but certainly nicer than the white walls he had been living in. Max became even more confused, something about him was vaguely familiar. Like she had seen him once or twice in passing but never actually spoke to him. "Should I know you?"

"I... Don't think so." Bucky looked at Max stoically. "I'm, Bucky." Be glanced to Steve who looked reassuring, confirming that Bucky was in the right here. Max's jaw hung open dumbly, and she looked long and hard at Bucky before taking a shaking breath and composing herself.

"Sorry, I have to talk to Steve." She tried to smile, but it came off forced and awkward. Max grabbed Steve with a strength he didn't know she had and dragged him into the adjacent room. She let him go and stood in front of him, clearly upset.

"Max-"

"You told me he was dead!" She whispered severely and shoved Steve in the chest. "I trusted you!"

"I thought he was! Until recently I thought Bucky died in the Alps, but things were worse than that. More complicated."

"That doesn't look like a dead man to me Steve!" Max snarled and took a stance against Steve, a stance he never thought he'd be on the receiving end of.

"Max, PLEASE!" Steve begged letting his face show a slip of vulnerability. "Just give me some time. To figure this out, to apologize for everything. To apologize to both of you." Max relaxed only slightly. "I thought I had lost him, I didn't think I'd ever get him back but you know better than anyone what a second chance is."

"You still lied to me. How am I supposed to trust you?"

"Please, just; I can't lose him, not again. Max just... Make this work. He's been through Hell, I can only imagine what that's done to him." Steve watched as Max sighed and conceded.

"What happened to him? What do I need to know?" Max asked quietly.

"Why don't we sit down and talk to him? I think you'll gather everything you need to know from a conversation with Bucky."


	9. Chapter 9

Steve had fallen asleep feeling somewhat confidant that things might go smoothly. Bucky had spoken to both he and Max, talked about his therapy and Max avoided any intrusive questions. There were some things that Bucky had a hard time remembering but with a little prompting he was doing well. Max had insisted that Bucky take her room for the time being, and that it wouldn't be a problem for her to sleep on the floor in Steve's room until they figured out a better arrangement and outfitted a space for Bucky. Things were a little awkward but Max and Bucky seemed to get along, Max was very kind and gentle to Bucky, although she was still angry with Steve. All in all, things could have gone much worse.

Steve actually felt himself breath a sigh of relief.

Now there was only choking. For several seconds that felt like hours Steve thrashed, trying to open his eyes. It must be a bad dream, he has to wake up! The dream was all too real and in the glowing lamplight Steve saw Bucky over him. Steve clawed at the fingers around his throat, pressing into his trachea and making him dizzy. Steve realized all too suddenly that this wasn't Bucky; he was face to face with the Winter Soldier. He tried desperately to say something, trigger Bucky's memory, bring him back; all that came out were strangled and garbled sounds and the sound of air being slowly pressed out of him.

"Bucky!" Max screamed, pulling herself up against the wall. There was no reaction from the man, he kept strangling Steve. Max ran up and pulled on his arms, offering Steve only brief relief and a few wisps of air. "Bucky stop! You're hurting him!"

The soldier only thrashed her away with a snarl and went back to his mission. Max, with all the resolve she could muster, shouted again and came after Bucky. She managed to pull his flesh arm off of Steve and latch onto it, working to pin it behind Bucky's back. Using all of his weight on his remaining hand, the soldier gripped hard.

"Must complete the mission." He growled, and suddenly Max understood.

"Abort the mission now, soldier!" Max shouted with authority. "I repeat, abort the mission NOW! This is a direct order!"

Bucky let up just a little, as if to obey but he wasn't sure. This wasn't one of his usual handlers, so he kept a tight grip on Steve's throat. Steve was tearing at the fingers, trying anything to free himself.

"Let go of him!" Max called out. Bucky, painfully slowly turned to Max and seemed both angry and confused. It was like he couldn't remember where he was or what was going on, and suddenly nothing made sense. "Please Bucky!" Max sobbed. For a moment Bucky looked at her and something finally made sense. This was the girl in the apartment, Max. He lived there now, with Max and... And someone else. Steve. Where is... Steve? Bucky blinked hard and shook his head, looking back up to Max.

"Bucky, I know you're there, please get off of Steve." Max was looking at him as if he were some kind of wild animal that might attack. "Bucky, let him go. You don't have to complete this mission." Mission? What mission? Bucky looked down, and saw Steve struggling. Max threw her entire body weight against him and it was enough to knock Bucky off. The sound of Steve filling his lungs filled the space around him and then there was coughing. Max scrambled onto her knees in front of him but Bucky was looking past her at Steve who was rasping.

"Hey, hey look at me." Max threaded her fingers into Bucky's hair and guided his face to meet her eyes which reflected the lamplight. She was strangely levelheaded and Bucky was beginning to freak out. What was going on? "There are a few facts I need you to understand. Your name is James Buchanan Barnes, your friends call you Bucky. You are in an apartment and it's very late. I am Max, and that is Steve. This isn't your fault, you relapsed into old programming."

"... Max?" Bucky whispered. "What... What did I do?" Max nodded and took a breath.

"You tried to complete your last mission. The best I can figure, you weren't actively repressing the old programming because you were trying to sleep and it took over." Max and Bucky spent a long time looking at each other before Bucky completely processed what that meant.

With a quiet whisper Bucky asked, "Did I hurt him?" Max glanced back to where Steve sat at the edge of the bed. One hand was gently rubbing his throat but the other came together to form an OK.

"He's going to be fine, you just... Knocked the wind out of him is all." Max turned back to Bucky and pulled a hand through his hair and dragged it through once again. "Are you going to be okay?"

"I remembered you. Why did I remember you?" Bucky asked. None of this made sense.

"I'm a new memory for you. Up here in your brain," Max dragged a thumb over his forehead. "New memories are stored in a slightly different place than old memories. That's why you're able to remember me quick enough, but it takes some time to get other things." Max was so gentle, sweeping the hair out of Bucky's face. "Bucky are you gonna be okay?"

"... Yeah." He mumbled and shifted his gaze away from Max. "Yeah, I just... Sorry."

"Oh Bucky." Max smoothed over him a bit more, as if that could soften the blow. "It wasn't your fault."

"It wasn't you, Buck." Steve rasped. He came closer and settled down next to Max. "I know that, I know you don't want to hurt me."

"It's late." Max murmured, looking at Bucky with gentleness and care. "Are you going to be alright by yourself?"

"I... I don't know." Bucky admitted. Max nodded understandingly, and pulled her hands away. Bucky felt the loss of her small but comforting hands, the kept him grounded and reminded him where he was instead of letting him slip into his own head. Nevertheless, the way she looked at him was comforting enough.

"Go to bed. I'll move over for the night, be your alarm. Don't worry any more. You're safe here, I swear." Max pulled her lips into a slight smile, barely there, as she stood. She offered a hand to Bucky, who got up on his own, but not for lack of appreciation at her gesture. It was only because she had held out her left hand. He couldn't trust himself, not yet, certainly not after that episode. Bucky cautiously retired to the other room leaving Steve and Max for a few moments. Steve carefully set a hand on Max's shoulder, braving her resolve.

"Max..." He began cautiously. Max threw herself into his chest and for the first time that night her resolve cracked. She sputtered a breath and clung to Steve for dear life.

"You could have been killed."

"It wasn't his fault." Steve reminded her.

"I know. I can't blame him. I just..." She took a moment to look at Steve. "This is bigger than us. It's so hard to deal with."

"You shouldn't have to deal with it." Steve pressed. "This is my burden and it shouldn't put you in danger." Steve held Max out at arm distance. "This terrible thing is something you never should have been mixed up in."

"Life sucks. Okay? I get it! But while you took a long ice bath the world didn't stop turning. More and more people became bad and more and more people got hurt, and life kept sucking and no body, no superhero, was there to save everyone. So life sucks." Max looked at Steve as if she were trying to make him understand something. "There's nothing you can do or say that's ever going to make it any better. Our lives have just been, continuously, one tragedy after another with brief reprieves of times that weren't so bad so we could catch our breath just to have it knocked out of us again. Schoolyard bullies we couldn't stand up to were replaced with adults that wore us down to dust. The most dangerous thing to feel was that everything was alright, because that was the calm before the storm. So we made ourselves miserable, trying every day to not feel joy, to not remember what it felt like, so the lows wouldn't seem so far down and we wouldn't break our legs when we fell." Max felt like she wanted to cry, but she pushed those feelings down inside and built up the outside to seem strong. "We've all lost people, people we never got to say goodbye to, and it hurts. It hurts every day and you think you're never going to get over how unfair it is because it wasn't your choice, and there was nothing you could have done to stop it. We just got left behind, or worse we left people ourselves. We left them and we let them go because it wasn't fair to them what we were doing to ourselves and no matter what we did or how we tried to live with it and convince ourselves that it would get easier, no amount of therapy or forgiveness was ever going to wash away that feeling. That feeling of hopelessness, and how badly you just want life to stop sucking so bad.

As it turns out... Nothing gets easier. You just progressively get better at dealing with things." Max watched as realization dawned in Steve's eyes. It was as if for the first time he saw Max as more than a 14 year old that was learning some skills. He saw background into who she could have been and what she was fighting for, real emotion that she laid bare in front of him. "Don't you dare tell me I don't know the first thing about what's happening." She whispered. It was so quiet Steve could hear the aggravated rustling of the comforter the next room over. Max broke from his gaze and gathered the sheets and pillow from the floor.

That night Max slept in front of the door and Bucky didn't come out again till morning.

Steve couldn't sleep.


	10. Chapter 10

Bucky's eyes blinked open and adjusted to the soft dawn light. At the end of the bed Max sat in her little corner and glanced up when Bucky shifted. She had taken to doing this in past couple days; crawling into the bed and sitting at Bucky's feet when he seemed restless. Just the unconscious knowledge of another presence helped to ground Bucky and remind him of his security. Bucky was fairly certain he had never thanked her outright, but something told him she got the idea. Max smiled and slid off the corner.

"Can't sleep?" She whispered, even though they were the only two people in the apartment.

"How long have you been up?" Bucky countered, sitting up and pushing hair out of his eyes.

"Long enough." Max smiled. The 'watching you sleep' part went without saying. Padding to the door in bare feet with frozen toes Max looked back to wait for Bucky to decide if today was an out of bed morning. Bucky swung his legs out from under the blankets and immediately regretted this decision. It was cold on the hardwood, and after being regularly frozen and thawed the cold wasn't something a Bucky was particularly fond of. He took the time to search for socks, but couldn't remember where they got put away. After opening the third drawer Max cleared her throat. When Bucky glanced over he noticed her tilted head in the direction of the dresser next to the door. Bucky slowly walked over and she gently added, "Second drawer."

With socks to combat the cold Bucky followed Max to the kitchen and watched as she switched on the coffee pot to make a cup for Bucky. She pulled the milk from the fridge and slid the fruit bowl toward Bucky. With careful consideration he picked out an orange, a fruit he was pretty sure he was only recently fond of, and set to work carefully peeling in one continuous piece. There was something satisfying about having a simple task to do with his hands, it helped him to get down the fine motor skills in his left hand that didn't involve fighting or pulling a trigger.

"So, anything you want to talk about? Questions? Concerns?" Max didn't stop preparing her breakfast but looked at Bucky once or twice.

"Not right now." Bucky mumbled, focused on his orange peel.

"Alright." That was one of the things that made Bucky like Max. She would always ask if he wanted to talk, but she would never try to force him. If Bucky wasn't ready, she left it at that. If Bucky ever had a question she did her best to find him an answer. One of the things Bucky appreciated most was when they would lapse into silence and it never felt awkward, or like Max was waiting for something.

"Actually," Bucky began, pausing for Max to hand him his coffee. "I have been wondering something."

"Okay." Max sat down across the counter and reached for a banana.

"It's stupid."

"Is it whether or not the moon is made of cheese?"

"No..."

"Then it isn't stupid." She smiled, giving Bucky just enough confidence to push it out.

"Does Steve still sketch?" There was a long pause where Max seemed stopped in her tracks. After a bit her eyes shifted from Bucky to the counter top, confused. She looked around a bit, thinking, setting down her banana and biting her lip. After about two minutes she looked back up with a very tiny expression and sad eyes.

"I didn't know he ever started." She whispered, and the weight of the world crashed onto her shoulders. "He uh... He doesn't really talk to me about... Before. About his life."

"Oh." Bucky breathed.

"I think... I think it makes him sad." Max said. She pulled her lip into her mouth like there was something she was thinking about saying. "I only ever asked about one thing. You."

Oh... It's not important." Bucky tried to brush it off, for Max. "Don't worry about it, it's not you."

"Sometimes that's hard to believe." Max responded sadly. Bucky felt for her, really he did, but something gave him the indication that there were things Steve wasn't forthcoming about with anybody. Bucky was sure there were things pressed down and compacted in the corners of his mind that Steve would be too pleased if they never came to life. Max broke his thoughts with a question. "Do you remember what it was like?"

"What what was like?" Bucky asked dumbly.

"Life. Before everything became complicated with the war and... Other things." Max looked at him with all this hope, and Bucky felt guilty that he couldn't remember hardly anything. "You don't have to tell me, I just thought two birds one stone. You could practice remembering and I could learn more. I've always wondered, ya know?"

"I don't remember a lot," Bucky admitted, but when he caught sight of Max's amber eyes shimmering at him like sad little stars he added on, "but I guess it's worth a shot. What did Steve mention?"

"Only good things." Max smiled. "He said you were charming."

"Don't believe a word he says." Bucky quipped. "I don't know so much about charming, but I suppose I was popular with the girls. I only wish their interest wasn't so superficial."

"What about Steve? How was his luck with the ladies?" Mac leaned over the counter, rapt.

"It was... Tragic." Bucky admitted, taking the time to recall more. "None of them deserved him, he was too good for most of 'em."

"Most? So there were some?" Max scooted a little closer, and Bucky tried to pick his brain. There was something there, but it was distant, fleeting.

"I think... Yes." Bucky looked at Max with furrowed brow. "Someone."

"Okay." Max settled down, trying not to push her luck. "But I bet he got a lot more attention once Cap hit the scene."

"Yeah." Bucky smiled just a bit, remembering fondly. "Once he beefed up, I was old news. No one wanted a piece of Bucky anymore." Bucky left his hands on the counter but leaned back. After a moment he felt Max's hand over his own.

"I want a piece of Bucky." She admitted quietly. With a growing smile that looked too sweet on her and made part of Bucky's heart soften she went on. "I want all the pieces of you, because I like you."

"I like you too Max." Bucky admitted. They finished their breakfast quietly and planned the days activities. There wasn't a lot to do with Steve out on business, but Max brought up something she had been meaning to do for a while. Incidentally, Max needed to get a haircut which was just the kind of low stress situation that Bucky needed to reacquaint himself with the world. With only a bit of apprehension Bucky got dressed and pulled on a dark hoodie and tied his hair up. Max was waiting next to the door and carefully locked the apartment behind them. They were about halfway down the stairs when Max took his right hand and didn't let go. It felt foreign but strangely comforting and Bucky figured that if nothing else he would do it for Max. He reasoned that maybe she held Steve's hand all the time and it was only natural for her, but in the back of his mind he knew that this was something Max was doing to make him feel better. It worked.

They sat on the bus and Bucky looked around nervously despite Max being pressed into his side. Because of the angle Bucky had to put his arm around her, which wasn't so bad really. It reminded him of nights a long time ago, which nervously prompted him to lean to Max and whisper.

"No one thinks that I'm..."

"Mm-mn." Max responded, eyes glued to the bus schedule. "If anything they might think you're my brother." Truth be told that was comforting.

They hopped onto a few different transports and finally made it to a small shop that looked reputable but moderately priced. Max held Bucky's hand and spoke to the woman at the counter. She seemed nice enough; a few more piercings than Bucky remembered girls having, but pleasant to talk to. Max was taken relatively quickly and Bucky sat in one of the chairs at the front, slumped down and out of direct sight. His thoughts wandered a bit, trying to remember some things. Earlier Max had asked a question and he was positive he knew the answer. There had been someone in Steve's life; a woman. Bucky could picture her but he couldn't remember her name. He couldn't remember much of anything. He sat there, working through the problem, focused entirely on trying to find the answer. He could hear Max chatting away in the background, making conversation as she got her hair done, but Bucky wasn't paying much attention. This problem was taking a long time, and Bucky was consumed by it.

"Bucky!" Max called for the third time. Bucky finally looked up, breaking his thoughts. "How does it look?" Max was all sweetness, standing there with a smile on her face and brand new hair. It was soft brown and complimented her eyes and the springy locks framed her face. Bucky thought she looked just like Carter, Peggy Carter, and the thought took the wind out of him. "What do you think?"

"I think... You look nice." Bucky kept the talking to a minimum. He was sure Steve was going to be surprised, and he wasn't really sure how he was going to explain the situation to him. "Come on squirt." Bucky stood up and opened the door, waiting for Max to smile and wave at the stylist and bounce out of the shop, hair swishing over her shoulders.

"You really like it?" Max asked, walking backwards on the sidewalk to look at Bucky. "What will Steve say? How do you think he'll feel?"

"It looks nice," Bucky assured her. "Steve will... Deal." Max seemed moderately satisfied and fell into step with Bucky. She reached out and grabbed his left hand out of his pocket, surprising Bucky. At first he wanted to pull away, but he didn't. After a few step he worked up the nerve to say something. "Kid, you know you don't HAVE to hold my hand."

"... Okay." Max looked up at him and blinked, but held onto his hand. They walked for a distance more in silence before Max started to bounce again. "I have so much energy now! I could bake, like, a dozen cookies!"

So they swung by the store and picked up some ingredients.

One instructional video and a dozen dirty dishes later Max and Bucky sat at the island nibbling on cookies. Max had done pretty much all the work but she insisted that Bucky helped. She asked him to pull out the cookie sheets once they were baked and actually insisted he use oven mitts. At first Bucky was puzzled but he was flattered she cared about him so much.

Steve walked through the door and looked between the two of them. He noticed a lot of things at first, but had learned a while ago how to approach things. He walked over and grabbed a cookie, glancing at Max and sliding a hand through her hair.

"What happened to Max?" He asked, biting into the cookie. It was soft and still warm, chocolate chips still partially melted and the perfect ratio of chips to dough. It was perfect; it wasn't Max's.

"Max 2.0?" She shrugged. "Do you like it?"

"It, uh... Yeah. It just reminds me..." Steve couldn't find the words.

"Peggy." Bucky supplied. Steve was quiet for a while.

"Who's Peggy?" Max asked.

"The only woman that deserved him."

"Buck, that's not true." Steve spoke up. "You shouldn't say that in front of a pretty dame."

"Max is a girl, she doesn't count." A small grin split his face. "She wouldn't date you anyway; it's a shame since she cooks so well."

"Bucky that's sexist." Max chastised, but her grin and laugh broke the severity of it.

"Yeah she cooks well alright." Steve finished his cookie. "Copies the masters is more like it. Would have been more special to see her real talent."

"You know the only thing I'm talented at is the bugle." Max laughed, but it got Bucky's attention.

"The kid plays the bugle?" His amused expression said everything.

"Yeah, well... She's full of surprises today." Steve admitted, as he nudged Max's cheek affectionately.

Later in the evening Steve was looking over mission reports while Max and Bucky sat watching the sunset. He could hear Max talking excitedly about all the science behind the setting and Bucky listened quietly, interested. After the sunset Max flicked on a lamp and braided Bucky's hair, which he found was strangely relaxing. Sitting on the floor while Max knelt on the couch and talked quietly about what new techniques she was practicing. Bucky said that maybe someday he would teach her some things too, if he ever got well enough to be back in the field.

It got later and later and soon it was dark outside. A soft glow came from the living room and Steve could hear Max getting slower as she spoke and sunk farther into Bucky's shoulder. The sweetest moment was when she actually asked if Bucky was okay with it. Truth be told, her falling asleep against him made Bucky feel more human than any of the therapy ever had.

Somewhere around 10:30 Bucky stood up from the couch carrying Max and passed by Steve who had gotten a glass of water. "I'm gonna take her to bed, alright?"

"Yeah, sure Buck. Thanks." Steve smiled appreciatively and sipped at his water.

"Hey Steve?" Bucky sounded a little nervous now, but Steve just nodded, telling him whatever it was was alright to ask. "Do you ever sketch anymore?"

Steve was a little taken back, but answered nonetheless. "I'm a little out of practice..."

"What's the matter? Not seeing any pictures worth capturing?" Steve looked at Bucky with braided hair, standing there with Max draped over him in the soft lamp light, and he smiled.

"I'm starting to..." Steve whispered.


	11. Chapter 11

The weather had started to get colder. It wasn't terribly cold all the time but from the way Steve fretted over Max you would think she was heading into a blizzard.

"I'll be fine, I can't catch a cold anyway." Max spoke, peeling off the huge jacket Steve had put around her and staying in the thin windbreaker she had pulled out that morning. "I'm gonna be fine, we probably won't even be outside that much."

"I don't want to run any risk, and I don't want you to be cold." Steve put the warm jacket back around Max. "It's not that I don't think you'll be fine or taken care of, I just... I'm trying to look out for you."

"I appreciate it, but really I'm fine." Max smiled and held Steve's hands. "I know you care, but put a little faith in her. I'll be fine. I can handle it if it's a little chilly. It's nothing like what I could endure on missions."

"Not if I have anything to say about it." Steve huffed. "You have a way to go before you are ready for ANYTHING like that." Max fixed him with a look. "I know you think you're ready for anything, but let me do what I'm here go do, be in charge."

"Whatever old man, you couldn't control me if you tried." Max smiled as she said it. The truth was, Steve didn't need to control her; not really. Max would do anything he said, just for the opportunity to fight alongside him.

"Grab your bag, Nat's almost here." Steve pushed Max toward the bag that sat next to the kitchen counter. Natasha had agreed to take Max for the day to impart some female wisdom on her. As far as Steve knew, they were going to hang out and talk for most of the day. Then again, Steve might not have agreed if he had actually asked what Natasha had planned.

Within ten minutes the doorbell rang and Steve opened it to have Max try to rush past.

"Whoa, hey!" Steve caught her by the strap on her bag and hefted her back to the door. "You didn't even say goodbye."

"Steve," Max whined shifting her eyes to Natasha.

"Don't get bashful on my account, say goodbye to your Smother." Natasha said it with a grin on her lips, and if Steve didn't know better he'd swear she was making fun of him. Max huffed and quickly rushed back to give Steve an awkward side hug and flew out the door again. Steve coughed and Max wheeled around groaning.

"What?" She whined. "I'm with a friend."

"I don't think she'll mind. But he will mind if you leave without at least saying goodbye." Steve leaned against the doorframe as Max stalked back in to find Bucky. Once she was down the hall Steve commented, "She acts like it's a chore now, but she's never skimped on things like this when you're not here."

"Speaking of, how is the transition going? Are there any problems, is she...?" Natasha brought it up quietly, because Steve never spoke about it openly.

"He's doing fine. It actually might be easier with Max. Max is... Gentle, he's made progress with her. But it's slow and cautious with me."

"He'll never get back to the man you grew up with. Pieces will be there, but... He has to figure out who he is now." Natasha heard Max coming back and signaled to Steve to end the conversation for now. Max seemed ready to go, and excited to be with Natasha.

Just as Natasha was about to follow her out, Steve stopped her. "Take this, for Max, in case it gets cold." He passed her the heavy jacket and Natasha examined it before raising an eyebrow.

"Steve, she's not going to need this." Natasha responded.

"Just, please? Just in case." Natasha seemed to consider it for a moment before giving a small smile.

"You're doing it again."

"Doing what?" Steve got defensive.

"Being a mother hen." Natasha turned to go.

"That's not funny Nat."

"It's strangely fitting."

Natasha walked out to find Max waiting at the car. Once both of them were in and the jacket had been cast into the back Natasha looked at Max. "Ready?"

"Please tell me you have something planned that Steve doesn't know about." Max asked, earning her a smile from Natasha.

"You'll see." Natasha pulled onto the road and started driving away.

Steve watched the street from the window and released the breath he was holding. He slowly walked into the kitchen and poured a cup of coffee. He sat at the island reading the newspaper and sipping his coffee and after about fifteen minutes of silence Bucky meandered out from the back room. Steve glanced up, grinned, and turned to pour Bucky a mug of coffee. Bucky sat down at the island and took the mug, thankful that some things stayed the same.

"You look good." Steve commented and Bucky looked up almost surprised.

"Yeah... Well, Max tuned me in to this conditioner stuff. So, it's not breaking as much." Bucky responded, and Steve smiled.

"I meant you look happier. More comfortable." Steve sipped at his coffee and Bucky relaxed a bit.

"Oh, sure." Bucky agreed.

"But your hair looks good too."


	12. Chapter 12

The three of them were sitting at the island chattering over a late breakfast. Max laughed as Steve muttered something over his coffee cup and Bucky's face did that thing. Max fell against Bucky's bicep and started apologizing, explaining that what Steve said was just too funny and that Bucky's awkwardly surprised face was just the icing on the cake.

Their happiness contained itself with a knock on the front door. Steve moved around the counter, setting his coffee down and handing Max a napkin to wipe the whipped cream off her face, reaching for the door. It was opened and Natasha moved in, looking apologetic.

"I'm sorry." She said immediately.

"For what?" Steve was confused and looked over his shoulder to find Bucky with an ear on their conversation and Max looking over her shoulder at them. It was clear they had both sensed that this wasn't just a casual visit.

Natasha noticed them too and it gave her pause. Ever diligent in her work, she pushed through it and looked to Steve again. "You have to leave."

"What?" Steve was surprised, and immediately began to push back. "What is this even about? I can't. I can't just leave, what about-"

"The three of you." Natasha pressed. "Pack some things, it's important."

"Nat, what is going on?"

"Ten minutes." Natasha grabbed Steve by the arm and gave him a loaded look. Steve may not know what's happening, but Natasha had never given him any reason to deny her. He had to believe her, didn't he? He had to trust her?

"Okay." He answered quietly. Natasha let go of his arm and turned into the hall. Steve shut the door and moved back into the apartment. Max and Bucky sat still, unsure what they were going to do. "Come on. Pack something." Steve had used his parent voice and Max hopped to it. Bucky slid out of the chair slowly, watching Max slip past Steve and making eye contact.

"What's happening?" He asked quietly.

"We have to go." Steve responded quietly.

"That doesn't tell me anything ." Bucky bristled and Steve sighed, glancing behind him to be sure no one was peeping.

"Buck, I know it's hard to trust people, but trust me." Steve looked at him earnestly. "Whatever is happening, we can't sit around here and wait to find out."

Bucky looked like he wanted to protest, but Steve was quick. "I don't want to pack up and move immediately either, but we have a responsibility." Steve had softened to a whisper. "We have to be thinking of her."

"... Alright." Bucky conceded, relaxing his shoulders. "I'll get my things. You should help her pack."

"I feel awful, Buck." Steve admitted. "She had finally moved everything into her new room, and I come along and tell her she can't have it."

Bucky awkwardly fumbled with what to say or do. Finally after seeing the hurt in a Steve's eyes he clapped a hand on Steve's shoulder and really looked at him. Quietly Bucky took a breath and spoke. "Go talk to her, Steve." He let his hand slip off Steve's shoulder and moved to his room to begin packing. Slowly Steve composed himself and walked back to the farthest room. He looked inside and found Max knelt on the floor packing important items. He pushed the door open a bit wider and knocked on the frame to alert her that he was there. When she turned around she tried to give him a quick smile, to pretend that everything was alright.

"Hey..." Steve sighed, and looked at her sadly.

"...hey." Max responded, before breaking eye contact and turning back to her bag. Steve walked into the room and crouched next to her, examining her packing. Everything was tight and there were the essentials, but Steve wasn't really worried about what she was packing, he was more worried about Max.

"Listen, I-"

"It's not your fault." She interrupted, looking up at him. "I know that. If it were up to you we'd stay here, but we can't. For whatever reason we can't stay, and that's okay. Really, I understand. This is what I signed up for."

"Max," Steve reached out and pulled her close so her shoulder rested against his chest. "I appreciate you being mature about this, but it's alright to feel sad. We have a life here, a good one, and it's hard to just pick up and leave." Steve tried to comfort her, he held her close and even rested his chin on the top of her head.

"Steve, really, it's fine." Max pulled away and looked up to Steve. "Yeah, it's inconvenient to have to leave, but I'm not upset about leaving the apartment. That's the last thing I have to worry about. We had great times here, but that wasn't the building... Honestly, as long as I have you and Bucky I'm going to be okay." She looked at Steve earnestly, and although Steve wasn't entirely convinced she had no sentimental attachment to their apartment, he heard what she was saying.

"You're a little trooper." Steve smiled as he affectionately tucked some of Max's unbrushed hair behind her ear. "Don't forget your toothbrush, just because we have to roll out suddenly doesn't mean you get a free pass from brushing your teeth." He nudged her on the cheek with a fist and she broke a smile.

"Whatever, mom." Max mumbled, appreciating the sentiment nonetheless.

"Hey, that's captain mom to you." Steve jokingly reprimanded before getting up to leave her to finish packing. On his way to gather his own things Steve looked in to find Bucky stuffing some shirts in a bag. They made eyed contact briefly and Bucky nodded once, assuring Steve that he apparently hadn't screwed up.

Natasha wouldn't tell them the exact nature of their displacement until they reached a secure area. That secure area just so happened to be a long drive through a lot of forest to an open field. Max was squeezed into the back between Steve and Bucky, because Natasha and another SHEILD agent were up front. Once they finally got to the area, Natasha turned around and spoke to the three of them.

"You need to be taken to one of the safe houses. There's credible threat that if you had stayed in the apartment all of you could have been compromised. We don't know who or why yet, but we'll figure it out and do whatever we can to take it down. In the meantime, at least for a little while, you'll have to go off the grid. Only a select few people will know where exactly you are, I won't even know, but it's safer that way."

"How off the grid are we going?" Steve questioned carefully.

"Electric, water, heat, but not much else. I don't know where you'll be, but it'll be out there." Natasha spoke efficiently, but she really didn't want to do this. Everything was much more complicated now that they were... A family.

"How are we getting there?" Max asked.

"Quinjet; one of the few we have left." Natasha answered. "It'll be a smooth ride. Hopefully."

There were a lot more questions to be asked, but the jet was coming in for a landing, which didn't leave much time. Max was unbuckling her seatbelt and shuffling to grab her stuff when the other SHEILD agent cleared his throat and awkwardly fidgeted. Natasha noticed and mumbled something to him before he glanced behind him and nervously tried to speak.

"What is it?" Steve asked.

"It's stupid." The agent responded, but unbuckled his seatbelt anyway. Steve opened the car door and watched the man walk to the trunk and open it. Max slid out of the seat and watched as the young man closed the trunk and came around from the back. He shifted a small stuffed bear around in his hands and seemed to work up the courage to talk.

"I used to be a police officer, and I remembered that cases with kids were usually pretty rough. The station always had stuffed animals to hand out, you know, for comfort. So when I heard there was a kid on this trip, I uh... I said it was stupid." The agent ran a hand over his forehead and shifted a bit more. "No one told me, so I didn't think she was very old."

"It's fine." Steve finally spoke up. Max, stepped forward slowly with a look on her face Steve was sure he'd never seen before. She quietly stopped in front of the agent, looked up , and then back to the bear. With gentle hands she took it from him and examined the face and the little ribbon tied into a bow around the neck. A smile came to her face and she looked very touched; taking a moment to find her voice she looked back to the man.

"I've never had a stuffed animal before." She confessed. "Thank you. I love it." She looked back to the bear with adoration and hugged it to herself.

Steve couldn't believe it. It was so pure he was almost thinking he had imagined all of it, but Bucky's hand reached for his shoulder and Steve was brought back to reality. He turned to find Bucky standing there, with the Quinjet sitting in the background.

"Max we have to go." Steve said quietly; sadly. Max, still holding onto the bear tightly, reached out a hand to shake.

"Thank you, really. I'll remember this forever." With a handshake Max turned around and took her bag from Bucky. She glanced back a few times on her way to the jet to see Natasha and the other agent by the car. She smiled as she got closer to the jet, zipping the bear into her jacket and taking the free hands of both Steve and Bucky.

They had to strap in for takeoff, but once the quinjet was in the air they could move around a bit if they needed to. Max felt very small sitting there in one of the jump seats, among all the people that worked on the jet. Everything was metallic and cold, and she had been strapped into a seat across from Steve and Bucky. They were about ten minutes into the flight before Steve came around and crouched in front of her. She knew what his face was going to look like, so she didn't look up, just kept playing with the arms on her new bear.

"Max," Steve said wearily.

"I'm fine." She mumbled.

"You look tired." Steve countered. "You can get out of the jump seat you know? Come sit next to me or Buck? You don't have to stay strapped in the whole time, it'll be a long flight." Steve set a hand on her knee and bent his head down some more to find Max's eyes. He smiled, looking very tired, and Max pulled her head up just a bit.

"How long are we gonna be on this thing?" Max asked.

"Don't know, could be awhile." Steve responded, and then thinking of something continued with, "You're awfully far away, all the way over here, Bucky and I were saying earlier how we missed you. If you got up, you could could come and visit, make these old hearts happy for a bit." Steve cracked a smile when Max's head came up just a bit more. "That is, assuming you care about us old men."

"I care!" Max defended. Her hands flew to the buckle and undid it to slip from the seat.

"I thought so." Steve grinned, making his way back over to the other side of the jet where Bucky sat, looking upset all by himself. When Max came over, she stopped in front of Bucky, who lifted his chin from his palm and sat up a little straighter to look at her. His face softened just a bit, and Max took a breath to speak.

"Hey Bucky," She started quietly. "D'you mind if I sit with you?"

"'Course not, peanut." Bucky smiled crookedly and watched Max crawl into his lap. She rested against his shoulder, head laying up against his neck and Bucky wrapped his arms around her. One over her lap and the other behind her back as her feet dangled over the edge. Steve sat behind Max's back and looked from Max to Bucky with a soft smile. They sat like this for a while, just quiet and thinking. When exactly had they become a family, and how did they fit? Nothing was traditional, there was no nuclear family. It was like a collage of broken pieces put together, but somehow it almost fit. They weren't perfect, and there were a lot of things left to figure out, but it was nice to feel like each of them belonged somewhere again.

As time dragged on Max started to feel more and more tired, before she finally mumbled, "What time is it?"

"Late." Steve whispered, looking at Max as she nuzzled a little closer to Bucky, who just held her.

"It's quiet." Max mumbled. "Too quiet."

"We could tell you a story." Steve offered. Max considered it for a moment before nodding. Steve looked to Bucky, who had glanced over waiting for Steve to start. Steve gestured for him to start a story, and Bucky looked surprised that Steve would suggest that he start. After exchanging a lot of glances Bucky cleared his throat.

"A long time ago, long before you or me or any of us were even thought up, there was two kings who managed two very different kingdoms. Only they had to share."

"Share?" Max questioned sleepily.

"Yes. Because one ruled over the day and the other ruled over the night. The ruler of the day, who you know as the sun, and the ruler of the night, the moon, had to hand over control to the other to keep balance." Bucky glanced at Steve nervously, but Steve gently nodded and gestured to continue. "Ya see, it was hard work to watch over the whole world, so they had to switch off so they could relax."

"What were the kings like?" Max looked up to Bucky with big eyes and Bucky smiled a little at her sweetness, ruffling her hair before continuing.

"The sun was strong and commanding, but he was very considerate of the best course of action. He was always full of purpose and very..." Bucky grappled for the word.

"Methodical?" Steve supplied.

"Methodical." Bucky continued. "He wore yellows and oranges and his hair was the color of, of spun gold." Max was enraptured. "And his eyes were the color of the sky."

"What about the moon?" Max asked.

"The moon was very quiet and thoughtful, but just as powerful." Steve began, picking up on Bucky's angle. "He always considered and thought through all the options before making a decision; very careful. He dressed in deep blues and whites, hair dark like the night and eyes that shone like stars."

"For a very long time they got along well together, each one working and respecting the other. Then suddenly, the moon became very confused." Bucky picked up the story. "The king couldn't remember who he was or what he was doing, and it badly affected his duties and his relationship with the other king, the sun. The moon didn't mean for any of this to happen, but a dark force was looming over him and affecting him. He would question his place in the world, or else cause conflict with the sun. It became a severe problem, and he could no longer act as the ruler of the night."

"The sun had to take over for awhile, and he was greatly saddened by the loss of his friend, but he could not leave the lands without rule during his off time. So the sun worked twice as hard to keep as much in order as he could, but the subjects were displeased with everlasting day. The sun heard their grievances, but there was nothing he could do to help. He tried wearing dark clothes, or providing blinds to block his light, but there was no escaping his beams. He was doing the best he could, but it wasn't good enough."

"After plenty of time, any hope for the moon became futile, it seemed he would never return to his role and he would spend the rest of his days locked away among the stars who could only weakly protest about being locked away. All seemed hopeless, but then in brilliance a new royalty was bestowed upon the land, and she was everything that could have been desired."

"A princess?" Max asked quizzically.

"Not exactly a princess, she was more of a... A uh..." Bucky paused to think.

"She was like a beautiful Duchess, and she was made from stardust that mixed with the prayers the sun said for his friend." Steve broke in.

"She came to remind the moon of who he was, and bring him back to work with the sun. Her smile was warmth and her voice was gentle like the caress of night. She decorated her hair with stars and her dress was made of brilliant colors reflecting the sun's light. She was both the break of day and the fall of night, and the moon was in awe to see her. When he asked who she was, she could not introduce herself, because she didn't know yet why she was there. She sat with the moon and asked questions, with a thirst to discover why the world was the way it was."

"Slowly, the moon came to care for her, and the way she acted served to make the sun swell up with adoration for her. With time and gentleness she helped the moon take over again as king of the night and facilitated the switch between night and day." Steve smiled and continued, adding to the story.

"The subjects were so grateful for her act of heroism, they begged her to stay and remain as royalty between the sun and the moon." Bucky felt himself smile too, as the rush of good feelings flooded over him. "She came to be known as both Dawn and Dusk, and to this day she orchestrates the colors in the sky as the sun rises and sets and places each star one by one in the night sky, as an eternal reminder of the beauty of friendship between the sun and the moon and how one cannot coexist without the other."

It was quiet as the story finished and through the sound of the engines running Steve heard Max softly breathing from where she had fallen asleep against Bucky. The two glanced between each other a few times again before Steve said anything.

"Do you want me to take her?"

"No. It's fine." Bucky insisted. "I've never said it out loud but she makes me feel everything when she's close to me. Even if I can't remember everything from before, I hope I never forget this."

Steve couldn't argue with that, and fortunately he didn't have to. He understood where Bucky was coming from, Max had that kind of effect of Steve as well. Deep down in his heart Steve knew that waking her would be a sin, so he secretly hoped the ride in the jet lasted just long enough for him to commit how her soft lashes fluttered on her cheeks to memory.

But much sooner than any of them wished, they had to land. Steve pushed the hair out of Max's face and nudged her to wake her.

"Max." Steve spoke gently. "Max you need to wake up now."

She sighed and rolled her head to look at Steve drowsily.

"Five more minutes." She mumbled, pressing back into Bucky who chuckled. He rubbed up and down her back, coaxing her awake and standing so she would slide down to the ground.

"'Fraid not kid, the jet is landing in two minutes and you hafta be buckled in before then." Bucky smiled at Max as she rubbed her eyes and walked her back over to the jump seat. Once she was secure she looked at Bucky and smiled.

"I love you, Bucky." She looked right into him with those pretty brown eyes and the sweetest smile, and Bucky felt it. Not for the first time and not for the last, Bucky felt the warmth inside that told him this was a good thing. He smiled and ran a hand through her hair.

"I know it, kid." He whispered happily and tucked her hair behind her ear. "I'm sure I won't forget it."

Once Bucky made it back to his seat next to Steve and had secured himself for decent, Steve elbowed him and looked at him with a smile.

"What'd she say that put that dumb look on your face?" Steve asked with a grin.

"Just why I'm better lookin' than you." Bucky joked, feeling his smile widen as Steve made an indignant noise. His eyes flicked back over to Max who smiled again and gave him a tiny wave. "And that she loves me."

"Now that," Steve began with a chuckle. "That I can believe." Steve glanced over at Max too, who waved before blowing him a kiss. "Although I might be giving you a run for your money."

The jet came down and the three of them filed off and into the big yard in front of the house. It was tucked very deep into the woods, and had a sort of rustic look about it. Maybe it was just twisted, but it was ironic that the first real home they would have together was because there was a threat on their lives. Whatever the reason they were there, fate or otherwise, Max climbed up the porch steps quickly, muttering about how she was cold.

"Well, it's December." Steve responded.

"Late December." Bucky added on, waiting for Steve to unlock the doors. Once inside Max dropped her bag by the couch and fell into the cushions. It was either late at night or very early in the morning, so Max yawned again and leaned against the couch. Steve came in after and followed her to the couch, falling down next to her and tossing an arm over the back of the couch. Bucky spent a few moments examining the scene to determine if he should sit down too, but Steve was beckoning him over and his legs were tired so he figured he might as well, it wasn't going to harm anything. Max was squished between them with an appreciative smile on her face. She leaned right up against Steve who put his arm around her and gave her shoulder a squeeze, holding onto her bear with one arm and slipping the fingers of her other hand between Bucky's.

They were tired, and there was no way all three of them could sleep on the couch, but for a few minutes it was good to just sit there in the silence and dim light and be with each other. Bucky's thoughts had begun to wander and Steve was fighting the feeling of his eyelids drooping, but Max made herself comfortable and went out like a light. She was maybe two minutes into sleeping, when the arm around her shoulders lifted up to brush by Bucky to get his attention and Steve was smiling as he tilted his head down to indicate Max's steady breath.

They sat there for another ten minutes before Bucky got up to investigate the sleeping arrangement. There were only two bedrooms and no extra sheets, so clearly one of them would need to share, and with Max being the smallest it became evident that she would she bumping around. Not that it mattered, she was adaptable. Quietly, Steve scooped Max up and rose from the couch, passing Bucky to move into one of the bedrooms and tuck Max in. He and Bucky exchanged a few looks and Steve sighed as he moved to unpack some of their things.

About half an hour later they were partially moved in and Steve was sure if he didn't go to bed he would crash. He had said goodnight to Bucky a bit ago, and as he slowly walked I to the room with Max he saw her face in the glowing lamp light.

When she was sleeping it was easy to forget that she was different. It was easy for Steve to feel like he was complete; like he had caught something he'd been chasing for a long time. With Bucky and Max it almost felt like attaining something he could have only dreamed of before.

Crawling into bed Steve felt Max twitch and curl right up next to him. She still clung to her bear and it served to make her look younger, sweeter. Steve was feeling himself drift off when he heard Max mumble something.

"Hmm?" He was half asleep, and not even entirely sure he had heard anything.

"Thank you, Steve." Max repeated, although her voice was heavy with sleep. "To be honest, I couldn't have dreamed of better gifts."

"What gifts?" Steve was confused. He hadn't gotten her anything; the only think she had received today was the bear, but that had nothing to do with Steve.

"You an Bucky." Max responded, falling back asleep. "You're everything I wanted."

Steve knew she was asleep once he registered what she was saying, but it made his heart swell to think of what she said anyway.

"You're welcome, Max." Steve whispered, pushing her hair back and watching her face even out into one of comfort and contentment. "You're everything we could have asked for too."


	13. Chapter 13

"Stop moving!"

"I'm standing still, you're the one that's wiggling all over the place."

"Ugh, would you just lift? I can almost reach it."

"You're already on my shoulders, kid."

"Let me stand on your shoulders!"

"No! There is no way that's stable enough."

"It'll be fine, just hold my ankles."

"You're not standing on my shoulders."

Max grumbled for about the fifteenth time and tried to stretch even further. No matter how hard she willed the record player closer or her arms farther it was always just out of reach.

"Okay, how about this?, lift me up by my butt."

"That is a definite negative."

"Bucky seriously! If I didn't know I could do it I wouldn't ask. I know I can do this."

"It's cute that you think you can, but even you aren't above the laws of gravity." Max threw her arms down again after another failed attempt and one smacked Bucky on the top of the head. "Hey, watch it."

"Sorry. Collateral." Max replied emptily, grasping around his head and swinging onto one of his shoulders.

"What do you think you're doing?!" Bucky shouted.

"What DO you think you're doing, Max?" Steve had just walked into the common area, and he hadn't expected to see something like this that afternoon.

"Stop wiggling!"

"Stop moving! Watch where your hands are going!" Max swatted Bucky away and tried to get a foot onto his shoulder.

"You're going to fall!" Bucky shouted, trying to prevent Max from climbing him like a jungle gym.

"Oh for god's sake!" Max finally gave up and slid off of his shoulder, feet planting on the ground.

"What is this about?" Steve sighed. It wasn't the first time Max had started something crazy, and Steve was just no longer surprised.

"The height of us together is supposed to be tall enough to reach the top of the cabinet, but it is not tall enough to grab the record player up there. I was only sitting on his shoulders and I need to get higher, but Bucky won't lift me up or let me stand on him."

"It's not safe."

"It's totally safe! It happens all the time! Steve throws me in the goddamn air half the time!"

"Hey, watch that mouth young lady!" Steve responded quickly.

"Like you haven't said worse." Max mumbled.

"If getting that player is so important to you, I'll boost you up there. I've at least done it before, and maybe if Bucky sees it he'll be more open to helping next time."

"Fine." Max sighed. "You're taller anyway, so I wouldn't even have to stand." Max stepped over and within all of about thirty seconds Steve had boosted her up onto his shoulders, standing, to prove to Bucky that he had confidence in Max.

Every time Max was in the air or up high, there was a mutual trust, and this time was no different. Granted, holding her on his shoulders was markedly safer than tossing her or catching a jump off of a building; something Max referred to as B.A.S.K.E.T , it still came with the fundamental understanding. Max was trusting Steve to keep her safe, but at the same time she was also asking Steve to trust in her ability and work with her. Steve saw it, what Max asking Bucky for help in this was; Max was willing to offer her trust to Bucky. Whether he knew it or not, Bucky had identified himself in Max's mind as someone that could be trusted in all aspects.

Maybe the hang up was in Bucky not being willing to trust himself.

The player came down, and with it came some dusty records. A few old crooners and some early Rock-n-Roll, although there were two records from the 60's and one Led Zepplin album; Max seemed pleased with the results. She used the bottom of her shirt to wipe the dust off of everything, and it took a lot of will power from Steve to let it go.

"Which one should we put on first?" She asked, spreading out the choices. "Ooh! What about this one?" She held up the record, vinyl lovingly played repeatedly, and smiled from over top of it. "It has to be good to be played so much."

"You two figure it out, I'll be in the kitchen." Steve passed by, stepping over Max's shoes, before picking them up and setting them next to the door.

"Oh! Hey Steve?" Max popped up over the back of the couch, catching him just as he stepped into the kitchen.

"Yes Max." Steve waited patiently, watching her push her hair out of her face.

"Could you check the oven?" She asked with a smile.

"Sure." He traveled in to the oven, grabbing a potholder. "What do you have in there?" He opened the door to peek and a rush of warm dough-y smell came at him.

"I don't remember, I found it in the book." Max knelt on the ground in front of the coffee table, periodically twisting her arms through Bucky's as he tried to set up the machine. Reaching around, and picking things up, she tried her best to be helpful, but was more in the way than anything. Bucky didn't really mind, she was helping and that was all that he really cared about.

Steve turned around, looking for the cookbook. It sat propped up against an empty bowl, flour splashed over one of the corners. It was flipped to a page toward the beginning, some hamburger appetizer that went in a muffin tin. It was easy, and although Max's didn't look exactly like the picture it was evident that she had tried.

"When do they come out Max?" Steve called back.

"I dunno, read the book!"

"You put them in, didn't you?"

"I can't do two things at once. What color are they?"

"Brown?"

"Are they burning!?"

"No, they're light." Steve was bent over practically sticking his head in the oven. "Do you want me to take them out?"

"Well, I guess." Max shrugged. "They kinda have to cool anyway."

"I got 'em." Steve reached into the oven and pulled out the tins. They sat on top of the stove, and smelled delicious. From the main room a tune started up and Max squealed with joy. She jumped up and pulled on Bucky, so excited that she shook.

Steve stood in the door way and watched as Bucky pulled himself off the couch and gave Max a low five and ruffled her hair.

"You got it working." Steve commented, tossing the pot holder onto the nearest counter.

"Come on grandpa!" Max called out, laughing. "Show me that old timey dancing of yours!"

His smile faltered just a little, but he knew deep down she didn't mean it to be rude. He was just about to say something when Bucky mumbled, "He can't dance for shit."

"That's true, Buck. You'll never forget that will you?" Steve shook his head slowly, but it was good. This was fun, and happy. It something they all needed.

"Alright mister, you're up." Max turned to Bucky and held out her hands.

"Aw come on, squirt." Bucky's shoulders sank and he put on a pitiful face. "I bet I have two left feet."

"You can't be any worse than me." Steve tossed back.

"Come on, hop to it." Max wiggled her fingers in impatience. With a sigh of defeat, Bucky took her hands, carefully, and tried to place where his feet went.

"I think you step back, like this" he demonstrated slowly.

"And back together?" Max stared at their feet.

"Then forward. That's right." Bucky's lip quirked into a little smile, and Max outright beamed at him.

"You're not so bad!"

"I think I've had practice." He spun them around and moved a little quicker and Max picked it up quickly. They were moving across the floor and. Max spun in and out, and a trombone slide led Bucky into a dip and Max howled with laughter. Steve watched from the kitchen and smiled. Part of him was sad, to remember a time when Bucky was truly in his element here; when he remembered everything. The rest of Steve was happy to have this now. Watching the two of them dance, Steve let out a laugh.

"I'll squish you, peanut."

"No!" The laughter continued. They were cheek to cheek, Max bundled up in a twist and kicking her legs as Bucky lifted her off the ground. She was happy, just like a kid should be.

Steve retreated back into the kitchen to pull the food out of the tin and onto a plate. A little while later Max rushed in and started pulling at his arms, begging him to come dance.

"Come on, you can't be that bad."

"Max, the food."

"I can take it." Bucky walked in and pulled the tins out of Steve's hands.

"Steve come on!" Max tugged and begged, and finally he caved. "Alright you'll have to teach me."

* * *

 _I wish I could write as often as I want, but life is kicking my butt. I honestly hope that everything is coming across alright, and that I'm not running into too much burn out when I put these together._

 _I hope the story is being received well. I don't know for sure what people really want to see. If there's something you want me to consider including let me know. I read and re-read and read again every single comment and message I get, they mean so much to me. More than anything I love hearing from people. What they like, what they don't like._

 _Please never feel awkward about saying anything to me._

 _Until next time!_


	14. Chapter 14

_Oh man! After reading some of the reviews left on the last chapter I got so motivated!_

 _So, I give you another chapter! I hope this is what you wanted!_

* * *

It was about 12:30 pm, and six days into their time at the safe house. Steve walked out from the back and looked around.

"Where's Max?" His hands were at his hips and he was a bit tense because he couldn't find Max anywhere. Bucky slowly sat up from laying on the couch in the sun, where he had fallen asleep flipping through a catalogue.

"I think she mentioned wanting to go outside." He rubbed his eyes and looked around. "Her boots aren't by the door, she must have gone out."

"How long ago did she go out?" Steve was walking toward the door, swinging on his jacket.

"Maybe," Bucky searched for a clock. "Twenty minutes ago?" He turned back to Steve who was looking out the window and pulling on his own boots.

"Did she say where she was going? What she was doing? Anything?" Steve searched the white snow for any sign of Max.

"Whoa, smooth your feathers. She's fine, she's got nowhere to go." Bucky got up from the couch and moved to the door. "She's out there." A few more moments of searching. "Isn't that her, in her grey hat?"

"She's not moving!" Steve threw the door open and rushed into the snow. "Max?" He ran as fast as he was able to in the snow almost up to the knee. "Max!"

A grey hat and a head of hair popped up, and shortly, big brown doe eyes were watching Steve as he slowed down. "What's wrong?" She asked as Steve came upon her.

He paused for a second, trying to grab onto his swift reaction. "Nothing." He responded finally. "I just, needed to find you."

"Well you found me." She laughed briefly and stood up.

"Why were you laying in the snow?" Steve asked, trying to keep the demanding tone out of his voice. She hadn't actually done anything wrong, he didn't want to give her the impression he was upset.

"Because there's so much of it!" Max smiled and glowed. "I don't think I've ever gotten to experience this much snow!" She threw her arms out and leaned back, falling into a mound of the stuff and howling with laughter. "Try it!"

"Pass. I just came to check on you." Steve turned to leave, but Max hastened to get up.

"No wait!" She stood up and brushed herself off. "Actually, I'm glad you're out here. There's something I wanted to talk about."

"Go for it." Steve commented, sticking his hands into his pockets.

"So I did some wandering around the place, and believe it or not there's a basement. Not much to that really, a bunch of concrete, super cold; but in the basement was something super cool." Max paused, and when Steve said nothing she pressed on. "A big old wooden case! It's got a few rifles in it, and the ammunition is right next to it. What do you say? Me and you, some trees between us and the house and a whole lot of target practice?"

He looked at her in stunned silence. She was serious. She actually wanted Steve to put a gun in her hands.

"I know what you're thinking, but I promise I'll be responsible and help you clean up. Besides, I'd have to learn eventually! I don't ALWAYS want to fight hand to hand. I know they're not exactly what I need to get used to, they're probably for hunting, but none of us hunt. So come on! I already know a little bit and I'm not asking for that much!"

"Max," Steve interrupted. "Slow down. Let me think about it."

"You can't ignore this." Max blurted out. "I'm gonna end up with a gun in my hands eventually. I just want my first lesson to be with you." Max's face had hardened slightly. She was right; eventually she would likely end up needing to fire a gun, and Steve wanted nothing more than her safety. He had already seen a bit of talent from her, so she wasn't entirely inexperienced. One more thing that made Steve uncomfortable. Where had she learned that.

"Alright." He conceded. "On one condition. This is my field, so you'll take orders from me, are we clear?"

"Yes sir." There was that look of determination. Her time of acting like a child was over again, and this was all student.

They trekked into the trees, much deeper than they needed to go. Max didn't complain, she understood, Bucky was still in recovery and until he was ready there was no way Steve would put him in any situation like this. He knew where they were and why they were out there, and he admitted he would probably put on some music and find a way to pass the time.

Once they found a good spot, Steve set up some empty cans out in front and finally looked at Max. Her face was softer than it had been, but she wasn't exactly smiling. Her jacket was zipped all the way up and her hair blew gently in the slight breeze.

"It's an informal lesson, but it's something." Steve began. Max nodded quickly. He slid the strap off of his shoulder and held in in front of him. "You'll start out with the .22, it's the smallest and the easiest to learn with."

"Sure." Max nodded again and waited. She could sense that Steve was apprehensive, so she didn't reach for anything. When he finally handed it to her, she took it carefully, pointing down range and mumbled a 'thank you' so he knew she had a hold on it before letting go. Max moved to open the bolt action and peer into the chamber, checking that it was unloaded.

"What's the first rule of gun safety?" He asked quickly.

"Which set?" Max responded.

"Give me all of them."

"The three A's; Always keep the gun pointed in a safe direction. Always keep your finger off the trigger until you're ready to shoot. Always keep the gun unloaded until you're ready to use it.

Then there are the eight other rules:

Know your target and what's beyond. Know how to use the gun safely. Be sure the gun is safe to operate. Use the correct ammunition. Wear eye and ear protection. Don't operate a gun under the influence. Keep the guns unacceptable to authorized persons. Be aware of any additional safety precautions depending g on the firearm." Max watched Steve as he watched her.

"You did your homework." He commented.

"I've been, waiting for you to take me out for a while." Max admitted a little sheepishly.

"What are we missing?"

"The glasses and ear plugs are in the bag." Max piped up, proud that she remembered.

There were plenty of additional questions. Steve put Max through the wringer, looking for any reason that she shouldn't be allowed to shoot, but Max rose to the occasion.

She was ready.

On some level Steve felt guilty. No one had questioned him so intensely, they had shoved a gun in his hands and essentially told him to point and shoot. This was different. This was Max.

"Max, why is this so important to you?" Steve asked. They held eye contact for a few moments before Max responded.

"What if I need to protect you? Or Bucky? Or myself? Or anyone else?" She asked. "I want to be prepared. I'm going to need it." She tried to lighten the mood with a smile. "Besides, isn't this a right of passage or something? Teaching me how to shoot?"

"I think you already know how to shoot. I've seen it."

"All that was, was a few videos on how to cheat cheaters at the games. Honest." Max looked up at Steve. "Now are we gonna stand here all day, or are we going to learn something?"

Steve softened slightly and turned down range. "Keep it tight against your shoulder."

"Got it." Max pulled the butt up against her shoulder and leaned into the stance.

"Don't forget-"

"Inhale, trigger squeeze, exhale." Max smiled slightly. "Thanks for trusting me."

"Shoot. Don't make me regret bringing you out here." Steve glanced over, a felt a small touch of pride. She listened so attentively, she answered every one of his questions.

It wasn't very loud and Max didn't flinch at all from the kickback. Sure enough, one of the cans was knocked off it's perch and Max lowered the barrel just enough to fully take in her small victory. She looked at Steve, as if to gain his approval, and he was glad to give it to her.

"Line up again, we aren't done." Max pulled the bolt back, tossing the spent brass out and into the snow. The next bullet was loaded and this pattern continued on for a while.

Eventually Max got cocky.

"That was a great shot." Steve commented after another can went flying.

"Exceeding your expectations?" Max responded with a coy smirk, emptying the chamber again. "I totally get it, I'd be happy to watch me too." Without thinking Max pulled the gun back and the hot barrel fell right against her neck.

The reaction was instant. Before Steve could move, she tossed the gun down and grabbed her neck. A few curses left her lips, but more than anything she struggled not to cry.

"Max! Let me see!" Steve reached to touch her but she drew back from him in a flash and looked at him with fear in her eyes.

"N-no. I'm fine." Tears clung to her lashes, but the look of fear spread over her face.

"Max, you're burned." Steve took another step closer, reaching for her, but she scrambled back again.

"Stop!" She shouted. Her hand clasped tight over the mark. "Don't, don't come near me."

"Max I have to look at it." Steve responded, her behavior was very strange and concerning. "You're hurt, let me help you." He reached out for her again, brushing her cheek, but she pulled away quickly trying to back up. She tripped in the deep snow and fell backwards. Her hand was still clutched protectively over her neck. Steve reached to help her up, but she screamed and kicked, shouting "No!" "Don't touch me!" and "Stop!". Steve drew back, and looked at Max. There was still so much fear, just like that night in the dark. Only this time, Max was afraid and she wouldn't let him help her.

"Max, you can trust me." Steve murmured. That seemed to strike Max in the wrong way.

"No." She breathed. She scrambled to get up and began running away. Even as Steve called after her Max kept running. He tried to chase her, but Max was too smart, weaving through trees, under branches, places too small for Steve to fit. He lost her.

She ran all the way back to the safe house. She looked behind her and sucked in a deep breath. Steve was nowhere to be seen. She scooped up a handful of snow and pressed it to the burn mark, opening the door and walking inside. She passed through the living room and walked for the bathroom.

"Back so soon?" Bucky called from one of the bedrooms where he was taking the time to slide the plates back into his arm. He got no response, only the bathroom door slamming. When he didn't hear another set of footsteps, he quickly slid everything back together and went to investigate.

"Max?" He called warily. There were wet footprints leading straight to the bathroom. He knocked twice. "Max I know you're in there."

"I'm fine." She called back. She was sitting on the edge of the tub, holding the snow to her neck and feeling it soak her clothes. "Don't worry, I'm fine."

Something about the way she sounded didn't sit right with Bucky. He opened the door and found her sitting there, and she looked scared.

"You are not fine." He spoke quietly. He shut the door behind him and carefully walked over. Max drew back, afraid, but Bucky only sat down next to her. There was silence for a while before Bucky spoke. "Max, what happened?"

"I'm fine, just go."

"Max you are not fine." Bucky countered. "What happened out there? Why are you holding your neck? Why are you wet?"

"I said I'm fine!" Max snapped.

"Max," Bucky spoke as gently as he was able. "Why won't you let me help you?"

"Because I can take care of myself."

"No. This is more than that, I'm not stupid." Bucky sat there and looked at her. She was in pain. He knew that feeling. He knew the expression on her face, stubborn. Different times, different places, but all too familiar. "Max look at me."

She sat still as a statue. Stubborn.

"Max, look at me when I'm talking to you!" Bucky raised his voice. He didn't want to, but he had been here before, with someone else. Defiant. Stubborn. "You're being a little punk right now, and I don't like it!"

Finally she turned to him.

"What happened?" He asked again, quiet.

"I got burned." She mumbled, looking at the floor.

"Let me see it."

"No!" She threw up a wall again.

"Max, let me see it." Bucky remained firm. "Whatever it is, we can take care of it."

"I can take care of it!" Max pushed back.

"I know." He said. "I know you can take care of it, so let me take care of you. Let me see how bad it is. We can handle this, together."

She looked at him for a long time. Scrutinizing every part of his face, his body language; everything. Finally, her hand slackened just slightly and she spoke again.

"Swear." She said. "Swear to me that if I let you see, it stays between us."

"I swear." Bucky responded. Max carefully held out her empty hand, and Bucky took it and looked her in the eyes. "Max, I swear."

Slowly Max dropped the hand against her neck, revealing cold and wet skin, drenched clothing, and an angry red mark. He needed to get a closer look at it, so he pushed the hair out of the way.

Max turned her head away, tears welling up.

"I'm sorry." She whimpered. "I'm really sorry."

"Max," Bucky began, but he dropped off, speechless. He pushed her hair more out of the way, gaze no longer on the burn.

"I'm sorry." Tears fell from her eyes and rolled down her cheeks.

On the back of her neck, right under her hair line, as if it had been printed there,

Three numbers

245

"You can't say anything. You swore." Max sniffled, wiping her cheeks. "Not even to Steve."

"Max," Bucky began carefully. "What is this about?"

She moved away slowly, staring at the tiles on the floor.

"I can't tell you."


	15. Chapter 15

**I'm sorry, again. I started this weeks ago, but then I got busy, and kept putting it off.**

 **So I hope that I can make it up by answering a few questions. I hope you like it.**

* * *

"Max, what happened?" Bucky asked carefully. She sat on the edge of the tub, staring at the tiles, quiet. "Max, talk to me. What are those numbers?"

"I can't." She all but whispered. "Not now." Her head swung toward Bucky and the tear tracks down her face made her look so helpless.

"Just talk to me, let me help you. Whatever it is, it'll be okay." Bucky spoke quietly, not wanting to scare her off or make her close up again.

"No." Max responded, more firmly. "I can't tell you, not right now. We don't have time."

"What are you talking about?" Bucky was beyond confused, Max was sounding like a lunatic. "Listen, whatever it is, it can't be that bad. We can work through it, the three of us will sit down and-"

"No!" Max sprang on Bucky, grabbing at his shoulders, looking horror stricken. "No! No. No no no, Steve can't know. You can't tell him, you promised! You swore!" She quickly wiped the wetness off of her face. "Listen, I'm fine. I got a little burned, it's not a big deal, I'll think of something to tell him. He'll never be the wiser. He doesn't have to know."

Bucky looked at her almost sadly. She was trying to bargain with him, but this wasn't something that could go away. After a pause, he spoke up again, this time with a bit more resolve.

"Max I'll have to tell him." She rounded on him, looking almost betrayed. "This isn't going away."

"No, Please! You can't tell him, he'll hate me!" There was the threat of tears creeping back into her voice.

"No he won't."

"Yes he will!" Max insisted. "He'll hate me for it, so he can't know! I'll tell you, but not now because we don't have time, he'll be back any moment!" The front door opened and Max became petrified. "Bucky, please." She whispered.

"Max," Bucky sighed. He saw the way she was looking at him, she was terrified. "We'll see."

Footsteps came inside, moving toward the bathroom door. Max sniffed once more, wiping any additional wetness away and playing a part. Bucky was more hesitant to slip into the act, but he was aware that the only way he would get any answers was if he didn't ruin this now.

Steve knocked on the door and Bucky called to him, "Be out in a minute."

"Is she alright?" Steve asked with a touch of concern.

"She's going to be fine." Bucky responded, looking at Max.

He poked around the bathroom until he found the First Aid kit. The burn wasn't really that bad, it would heal enough within a few days to be left uncovered. For the mean time, Bucky cleaned it off and applied some aloe and burn cream, then affixed a gauze pad with some medical tape. It wasn't the prettiest, but it was effective. Being patched up, Bucky instructed Max to go change into dry clothes while he put the kit away and went to hold off Steve. Max shuffled to change and Bucky came out to find Steve standing up from the couch.

"I know your mother didn't raise you in a barn, Rogers." He commented, blocking the way to Max. "Didn't even take your boots off."

"Is she really alright?" Steve asked, looking past him to where Max had disappeared.

"She's fine. The burn was nothing, she's a tough kid. She'll tell you about it after she gets changed; came in dripping from a handful of snow on her neck. Well have to put her coat over the heater or something." Bucky tried to offer a smile to ease Steve a bit. "Really, she's fine. Just needed to get her out of her own head, calm down enough to let me look."

"Well she ran away from me," Steve commented. "So that couldn't've been easy."

"She was more stubborn than anything. Insisted she could take care of it, but it was nothing I hadn't dealt with before."

Steve gave him a curious look. Bucky chuckled a bit.

"I may not remember everything, but dealing with you is in my bones." They exchanged glances, Steve only beginning to see the picture. "I don't know what you did to her, but the kid's so much like you it hurts."

"I don't, think I did anything." Steve responded, taken by surprise but trying not to show it.

"You didn't know." Bucky asks, more of a statement. He's almost amused.

"It's not that."

"Don't lie to me, I can still read you like a book." Bucky pressed back. "I speak Steve, in fact I'm fluent in it."

"I supposed I never noticed if she was like me." Steve answered finally.

"Well don't beat yourself up," Bucky commented as he sat on the couch. "You are getting older." He relaxed into the couch, putting an arm over the back. "Not the punk I knew once upon a time."

"Yeah," Steve responded, sinking down onto the couch. "Well, you're not the person I knew either. Things change."

"Speaking of changing, I'm done." Her voice came from the left, and she walked in with a sheepish smile. "Figured I had enough excitement for the day, so I threw on some sweats."

"Max," Steve leaned forward with a serious look.

"I'm sorry." She blurted out. "Really, Steve. I'm sorry." She held eye contact and frowned just a little, sadly. "I didn't want to scare you, but I guess that backfired." She dropped into the reclining chair and looked away for a moment to collect herself. "I ran away because, um, because I wasn't used to someone CARING so much." She glanced back to find Steve looking a little dumbfounded. Bucky glanced between the two of them, furrowing his eyebrows as he looked back to Max. "I didn't exactly come from a loving environment, so when I got hurt and you came at me when I was feeling vulnerable I, I panicked. So I fled."

"Max," Steve began gravely. "That's very serious. I don't want you to be afraid-"

"I'm not afraid of you Steve." She smiled back sadly. "You take really great care of me, you know, for a grandpa." Max chuckled a bit as her eyes got a little misty. "And I trust you, but I was there for years and old habits die hard. I'm working on it."

"Listen Max," Steve began, scooting closer to the edge of the couch and making eye contact with Max. "You can talk to me. I want to know-"

"I know." Max began, closing her eyes hard, pushing a stray tear closer to the edge. She reached up to wipe it away. "I know the you want to know everything. Where I came from, who I am, how I got here, why I found you, what I know, what I don't know; I get it, really I do." She cracked a smile. "I promise it will all come out eventually, but right now I'm really trying to get far away from it."

"I understand." Steve said, smiling comfortingly back at her. "I'm going to do what I can to help you, because you ARE in a loving and supportive environment now. I'm here for you." Max smiled back, soothed by things he said.

"I'm here for you too kid." Bucky cracked a smile. "Whatever that's worth."

"Awesome, glad we had this talk." Max stood up, and started walking. "Who's hungry?" She headed for the kitchen and once she had pulled out a few things Bucky leaned over to Steve.

"So that's that then?" He commented.

"What's that supposed to mean?" Steve whispered back, tossing a glance over his shoulder toward the kitchen.

"No push back?"

"Buck," Steve sighed. "Whadda ya want me to do, huh? You think I haven't tried to figure her out? I reached out to people, and there's nothing, okay? She doesn't exist. That right there, that was honest. If I ever want to figure out what's really going on, I have to let her come to me. There's nothing out there to find." Steve got up and removed his boots, following Max into the kitchen. Bucky remained on the couch for a bit longer.

"Yeah," He mumbled. "She's real honest with you."

Later that evening, when Steve had gone out to take down their sharpshooting arena, Bucky confronted Max. She was brushing her hair out, when he stopped in the door, leaning against the frame.

"Max," He started, warming up to the topic. "Why don't you tell me what's really going on? Whatever you won't tell Steve." She paused the pull of the brush through her hair. Setting it down, she turned to him, calm.

"What do you want to know?" She asked, collected. Bucky crossed his arms and took a breath, he could play this game.

"Why don't we start with the numbers on your neck. What are they?" Max stood firm before she finally let out a sigh and backed up to sit on the edge of the bathtub.

"It's who I was."

"Yeah. You mentioned that. Where did they come from?"

"My identification number. I, I guess I have to go back farther than that." Her eyes remained downcast, almost sad. "I can't tell Steve because, he'll hate me, he won't understand."

"Why?"

"Because!" She shouted. "Because, I'm a second rate version of him."

The confession hung in the air. Bucky couldn't quite make sense of it.

"What do you mean?" He asked finally.

"I'm just a test. Just one in a long line. I didn't ask for any of this." She looked up in earnest. "I'm just, just an attempt to make another person like him. The super soldier serum, or it's effects, they tried to recreate it from birth. But it never quite worked right. The effects were different in each one. Some were more successful than others, and the ones that weren't" Max paused, swallowing harshly. "They didn't stick around very long."

"Who was behind all of it, and why?"

"I don't know." Max sighed. "Some, independent company? Some scientists? I don't know who. All I know is that they seemed to be trying to recreate the serum and it's effects from birth. The ones that turned out better, they stuck around and went through some tests."

"So the number," Bucky began.

"It's all I ever was. A number."

"You didn't ever, have a name?"

"I don't know." Max picked up her head briefly. "If I did, they never called me by it."

"How did you get here?" Bucky asked, considerably softer.

"Consider it an enlightenment." Max stood up. "Someone broke me out, showed me what life was like on the outside. We moved around a bit, pretended, tried to throw them off our tail. When that didn't work, he died. He died keeping me away from them. All I remember is black, it was dark. It was always dark."

"Max, why here? Why Steve?"

"When all of this started, it was before they ever found him. Way before he was released to the public. Once he was back, it was news, so they wanted to make us even stronger. Once I started running, he was everywhere. I was running and here was this man, a man whose image I was apparently created in, and he was doing the exact opposite of me. I was saving myself, and he was saving everyone. I was just hiding, running away. So I stopped."

Max looked at Bucky. He felt for her, he couldn't imagine what it must have been like, running all the time, not knowing who you were or what you were supposed to be, hiding; living in the shadow of someone you don't know.

Actually, he knew exactly what that felt like.

"So why track him down?" Bucky questioned quietly.

"It's stupid." Max picked up her hairbrush and put it away.

"No it isn't." Bucky responded. "There was a reason you tracked him down."

"I thought I could trust him." Max admitted. "I knew I could trust him." Max looked up, catching herself in the mirror and looking hard. "He was the good guy, and I wanted to be a good guy too." She slowly reached up to touch the glass. "To look in the mirror and see something to be proud of. Not just a coward."

"You're not a coward, kid." Bucky pushed off from the doorframe and stepped closer to Max. "You're the strongest, bravest, most capable kid I know." He laid a hand on her shoulder. "You're already good, you always were."

"I don't know." She sighed. "Sometimes I'm not so sure. I blocked most of it out, but sometimes I get this feeling."

"It's okay." Bucky comforted, giving her a small squeeze of the shoulder. "I won't tell Steve, on one condition." Max looked up. "You'll tell him."

"I will eventually. I just really want to cement my place. I want to be sure that he can see that's not who I am anymore."

"I trust you." Bucky admitted, pulling her closer. He looked up to see their reflection and smiled at Max. "I'm already proud of you, Max."

"Thanks Bucky." She smiled, leaning a little bit closer into his side.


	16. Chapter 16

Months went by and things were quiet. Steve was fortunate enough to get the time off of working to spend time with Max and Bucky, but that didn't mean he got to laze around. He worked hard with Max, teaching her and testing her. Thankfully Bucky was helpful with the domestic chores, and between the three of them they got along comfortably.

But Max was bored. There was nothing to do but train, and even that didn't take up all her time. She tried picking up a hobby or something to keep her busy, but she wasn't particularly talented at many of the crafts. When she wasn't training with Steve she was sitting with Bucky, trying to craft and keep herself occupied. She had cycled through quite a few things, telling Bucky about it as she stumbled her way through the first few crafts until she got just good enough at it to teach Bucky, only to give up after Bucky became better at it.

When she was in between crafts she would sit on the floor with the couch at her back, carefully curled next to Bucky's knee as she held and spooled the yarn off of her hands for him to knit with. The record player would be crackling some soft tune and the two of them would just sit around while Steve did some other activity, like stoke the fire or carefully sneak a slip of paper and a tiny pencil out of his pocket and scratch until their likeness appeared.

Recently, however, Max had found a new focus. It was new and exciting to her, and Steve could only hope she wouldn't make a mess. She sat at the table with a towel under her hands, carefully stroking until the ends of her fingertips showed bright with color. She kept to her task, removing and applying the polish until she was satisfied, and then removing it all over again to apply a different color.

Bucky watched her for two days as she cycled through different looks, and smiled. Finally one day he sat down with her and asked about her new addiction. She talked to him as she applied a sickeningly sweet bubblegum pink, followed up with glitter on top. She blew on them and inspected from all angles.

"I might keep these." She mused aloud. "For today at least."

"They're bright, I'll give you that." Bucky smiled and she looked at him for a few seconds before a grin spread on her face. Bucky knew by now what that meant.

"Do you want to try it?" She asked. "There's a few different colors. I'll give you a blank canvas." Max reached for the cotton balls and polish remover.

"Whoa, kid." Bucky touched her hand, stopping her. "You just finished those, and they're awful cute."

"I can do it another time." Max shrugged. Bucky didn't seem satisfied with that, so she added, "You're more important than that."

"I wouldn't even know what to pick." Bucky responded awkwardly, looking at the tiny bottles and picking up the pink to twist the cap shut.

"What about," Max looked out to survey the colors. "That one?" She pointed with a tacky finger.

"This one?" Bucky lifted the bottle to see the color. It was a soft almost olive and after some consideration he looked to Max. She watched him intently, and after a shrug Bucky responded. "Why not?" It looked like Max really wanted to share this with him. "What do I do?"

"You should start with clean nails." Max began, straightening up to teach him. "So grab a cotton ball and the acetone.

"Ya didn't tell me there was preparation." Bucky smirked. After a quick scrub he looked back to Max. "Next?"

"You take the color and paint." Max responded. "That's about it. I guess start in the middle and swipe out."

Bucky carefully took the cap off and pulled the little brush out. He must have used too much on the littlest finger, because the paint ran everywhere and Max snickered.

"Don't think I'm very good." Bucky commented.

"You've got more fingers to work with." She pushed the cotton balls and polish remover toward him.

"Only five." Bucky swiped the cotton over the dripping polish.

"You'll get better."

This time he used a little less polish. His hands were steady and he stayed reasonably within the nail. It was silent for a bit as Bucky painted and Max watched as the ever vigilant teacher. After a while her nails looked halfway decent and he screwed the lid back onto the bottle.

"Now what?" He asked, turning to Max.

"Wait." She shrugged. "Gotta let it dry."

"What do you do in the meantime?"

"Get bored again."

"Ah. A vicious cycle."

Steve came in from having washed and sat in a chair opposite, looking at both of them. Max stood and proudly presented the nails she had painted. Despite her painting being a bit wobbly, Steve smiled at her effort and told her they looked lovely.

"What about mine, huh?" Bucky called, Max excitedly holding out that hand for Steve's approval too. After a moment for Steve to realize what had happened he smiled.

"It's your color." Steve commented. "Drab, like your personality."

"What's your color, huh?" Bucky quipped. "Punk?"

"Boys, boys, you're both pretty." Max smiled.

"I'm prettier." Bucky called out. "Right?"

"Please, that ugly mug? You got a face only Max would love." Steve responded smiling.

"Steve!" Max cried, scandalized. She reached out and hit his shoulder. "That was rude."

"I'm sorry Max." Steve apologized, hiding a smirk. "I'll be better, I swear."

"I should hope so." Max responded, concealing a smile of her own.

* * *

 **I've had this sitting around for a little while, I wasn't sure I liked it. I made some changes and figured that putting it up couldn't hurt. I got really busy and very sick for a week, so I've been neglecting this a little bit. Fortunately something kicked me into focusing on it again.**


	17. Chapter 17

"Max. Max wake up." The voice was quiet, gentle with bringing her out of sleep. Max rolled over and cracked her eye open to look at him. He stood there next to the bed, like he needed to tell her something.

"What is it Bucky?" Max was still tired, but she was aware of how Bucky moved uncomfortably.

"Someone's come." He admitted. "They're talking to Steve."

Rooms away Steve stood at the door with Natasha. He was distressed by some of the news, but his face was formed into understanding.

"We need you back Steve. You can't stay out here any longer playing happy family."

"I understand." He nodded. "Is the threat gone?"

"The thing is," Natasha paused, shifting her weight onto one foot to lean closer. "The threat wasn't about you like we initially thought."

"Was it... Him?" Steve questioned carefully. He wasn't sure he wanted to know, but he needed to to keep everyone safe, to form a plan.

"It wasn't about the soldier either." Her eyes flitted up to meet his, concern and confusion written on his face. "Best we can figure, whoever it was, was after her."

"Max?" Steve questioned. "But why?"

"There's a lot we don't know, but you may have to come to a hard realization." Natasha stood up straight and looked Steve in the eye. "You don't know enough about her."

They stood there in silence for a while, Steve drinking all of this information in and Natasha waiting for him.

"What about them?" Steve asked finally. "If I go back, start heading up missions again, what happens to them?"

"It's your call. We can arrange something, have them set up somewhere, or they can stay here in the safe house."

"Max is going stir crazy, she'd hate it if I told her to stay." Steve thought deeply, wondering about the possibilities in front of him. "Is there space at the compound?"

"They'll find some."

"I'll talk to them. You'll have a plan within the hour." Steve turned to walk into the house. He turned into one of the rooms and found Bucky and Max dressed and with their moderate belongings packed.

"What's the plan Captain?" Max questioned softly. "Where are they shipping us off to now?"

"That's what I came to talk to you about." Steve sat on the bed next to Max and breathed deeply. "We aren't going together. At least, not right now."

"What?" Max breathed. "They're separating us?"

"It's not like that, Max." Steve tried to soothe.

"Not like that!" Max stood and faced Steve. "It's not like that, huh? So they aren't separating us? Before we came here we were in danger, hell we might still be in danger!" Max's face contorted in disbelief at Steve. "If we aren't going together, how is that not separating us?"

"You and Buck don't have to be separated." Steve responded, trying to extinguish the fire Max had started. "I have to go, but we can make arrangements for the two of you."

"They can't take you away, Steve I haven't learned enough yet! You haven't taught me everything!"

"Max, I promise," Steve stood sand set a hand on her shoulder watching how it fell in defeat as she looked at him. "Anything I can do for you I will, but things are complicated. I can only call in so many favors, and you and Bucky are still secrets. If you want, I can set you up with the best teachers I know to train you and work with your skill set. I wish I could stay, but I can't. I have a job to do, people to protect, and these days that job keeps getting harder and harder." He looked Max in the eyes, saw how she changed her heartbreak into determination in the face of a choice. "Max, I need people like you who are ready to work hard and do what it takes. It makes my job just a little bit easier, knowing I can trust you. I know you'll work hard and pick up everything you can, it's what you do, but I'll understand if you choose not to go because it would mean leaving Bucky."

Max slowly turned from Steve to look over her shoulder at Bucky. He stood there, a wall, but when Max looked at him he softened just slightly. Unfolding his arms, he pushed out a sigh and really looked at her. She was torn, and Bucky knew her heart was in the right place but he couldn't keep her.

"I'll be okay, Kid." He quirked a smile to reassure her. "I don't need a woman watching over me anymore."

"Where will you go?" She asked quietly.

"I won't stay here, that's for damn sure." Bucky looked around briefly. "I'll be around. If you need me, I'll be there."

"Max you should go out to see Natasha. Tell her what you've been up to." Steve watched as Max looked at them, quickly assessing that it meant they needed to talk in private. She slipped out of the room and made it about halfway down the hall before they began in hushed tones.

"Bucky if you leave there will be no one and nothing to protect you. If you get caught again I can't guarantee it will be by friendly people." Steve whispered. "Is this really what you want? Because if something happens and you get picked up I can't help you."

"You say that as if I didn't mean for it to happen the first time." Bucky responded. "I was confused, I didn't know who I was or what I was doing. I've got a better grip on things now, and I don't work that way anymore. I'm just going to lay low, maybe see some stuff." He looked at Steve with a face that almost begged. "For years I didn't exist, and now I just want to try living, on my own terms."

They were given until midnight, to put everything together and make arrangements for the next morning. The three of them sat together on the couch, much like they had when they first arrived, and just thought in silence. It would have been too much to ask for it to be comfortable silence. Each sat thinking about the decisions they had made, and how it might affect the others. Guilt ate at some parts of them, but determination filled the holes. After a silence that had gone on for much too long, Steve took a deep breath.

"I need to apologize." He said. "To both of you, but to Bucky especially." This caught his attention and his brow furrowed slightly. "I have a lot to apologize to him for."

"Why are you apologizing?" Bucky asked quietly.

"I have to apologize to Max," Steve went on. "For not being, the guardian she needs." He looked at her and watched as she opened her mouth to stop him. "You deserve better. I wish I were more stable, so that the family that you have could always be there for you. It WILL always be there for you, but sometimes it could be hard to see. I hope that, as time goes on you find your family extended, and you can rely on stable people to lead you where you want to go."

Max was almost speechless, looking at him she felt the sincerity and while she believed he had nothing to apologize to her about she resigned herself to a sniffle and a nod as her eyes got misty.

"Bucky I have to apologize to you for everything." Steve said as he slid forward on the couch to rest his arms on his knees.

"No you don't." Bucky remained in his position on the couch, motionless.

"Yes I do. For getting into trouble and needing you to bail me out, for doing stupid things, and for not knowing when to give up a fight. For still not knowing when to give up a fight."

"Stop." Bucky muttered.

"You were there for me whenever I needed, you saved my ass countless times but when it was you that needed saving I couldn't do anything."

"Steve," His voice was harder now.

"I'm supposed to be a leader, people expect me to know what I'm doing, but maybe I wasn't ready." Steve stood up and walked around the coffee table. "That's what I'm most sorry about, for what happened in the Alps."

"Why do you keep getting caught up on that!?" Bucky raised his voice, barking slightly because no matter what, he knew he could never control Steve. He stood, and there was pain in his voice but he held it together so well. "It was forever ago, there's no changing it, so why do you keep getting hung up on that train?"

'Because you fell protecting me!' Steve heard it in his head. It was loud and disruptive, and Steve wanted to stop his thoughts but he couldn't. 'You fell protecting me, and I didn't catch you, so you fell and you were still alive! I didn't go after you, and I could have prevented what they did to you, and seventy years later they had stripped you of everything you were; everything you ever knew about yourself, about us, about me, and after all of that you jumped to save my life without having any damned clue who I was or why I mattered! Then Max comes along and takes this huge leap of faith in me as a person, she jumps and I catch her, I swear to God that I have to catch her!, and she's leaping off of buildings and trusting me to be there and I have to be, I have to catch her! Every time she jumps, I see her falling and I'm scared. I'm so scared, because I see you falling and I can't drop her, I can't lose her because of myself too! I'll never forgive myself! You jump and Max jumps, and you're jumping for me, jumping for all the right reasons and I'm watching all of it happen and the only one not jumping is me!' There's a feeling like all of the air is pulled out of Steve's lungs, and for a brief moment he remembers what asthma felt like and it's such a far away thought, but suddenly he's filling his lungs again with shuddered breath and Bucky and Max are just staring at him with these excruciatingly broken expressions and all he can manage to push out in speech is, "I didn't jump for you."

Seconds tick by and Steve watches them stare at him with those expressions and he hates it; he hates how small it makes him feel, and how helpless, like he's being examined under a microscope with blinding lights on. Then he's angry at himself, for starting all of this, for not maintaining his cool, and for being so weak when it came to being brave. Steve knows, he has to, he knows that he's supposed to be brave and face everything with a steely resolve, but there's so much loss that he doesn't think he'll ever get over how afraid he is of losing them. They're both so important to him, he's sure he'd die if anything happened to them because of him. He can't take it anymore, the silence in the room is deafening in every sense of the word, and no one is even making an effort to say anything.

"What?" He's so sick of the way they're looking at him, like he's rail thin all over again and going to hurt himself with how hard he's fighting something he can't control, something that is trying to eat him alive. "Stop making those faces, what is it? Just tell me!"

It's the first time he's looked this distressed in years, decades even. Neither of them knew exactly what to do, and Steve was getting agitated by their viewing him. Bucky wants to say something but his mouth won't form the words, and before he even realizes what happened Max has taken a step forward and is reaching for Steve.

"Steve," Her voice is heavy with emotion and Steve's swears that it is the last thing he needs right now. With a huff he turns away from her and drags a hand through his hair as his lungs heave open.

"I'm sorry I said anything. I just need time alone, to figure this out,"

"No." Max's voice is still full of emotion, but it's also hard and firm enough now that Steve pauses. She closes the distance between them and wraps her arms around Steve, her face pressing into his chest and her tears wetting the front of his shirt. "No. Being alone is the last thing you need. That's what started all of this in the first place. Being alone is what caused all of these feelings, and for fucks sake Steve, you have to stop running from them."

Bucky can feel himself cracking, all of the resolve to not feel in this moment was failing and he felt his own heart clench. He made a motion to step toward them. He didn't know how fast he came to Steve and Max, but he knew it took no time at all to clap an arm around Steve and squeeze the tension between his neck and shoulder, no time to let his head fall against Steve's and no time to pull Max against both of them. He couldn't tell if he was crying himself, or if all those years ago when they took his ability to feel they had taken the ability to cry as well, but he pushed out a string of words.

"I didn't know that." He whispered, gravel scratching in his throat. "I didn't know you blamed yourself, Steve."

"I'm sorry I said anything." Steve mumbled, but accepted the affection.

"I thought I lost you too. When they scrambled my brain I couldn't remember much of anything, so when you found me and I started to remember I was afraid." Bucky didn't make eye contact. "I've learned since then, to not be afraid."

"Why did you wait until we were leaving each other to say something?" Max asked, searching Steve's face.

"It couldn't be left unsaid anymore."


	18. Chapter 18

It was with heavy hearts that Steve and Max sat in the back of the car. The two of them had dropped Bucky off early that morning in the middle of nowhere with the promise that they would see each other again soon. There was communication set up in case he got in trouble, and Max had squeezed him with everything she had, but it wasn't quite enough to put their minds totally at ease. Steve still worried, but he knew that the rest of the world was only ready for one secret to be exposed at the moment, and it was long overdue for her.

Max sat watching out the window, her face fallen into a sad mix of resignation and and apprehension. Steve had told her that arrangements had been made and he would check in on her when he could, but she was still mostly on her own on this path. It wasn't that she was scared, but this new chapter spelled a lot of challenges for her and it was the first time she wouldn't have someone by her side to help her along the way.

"Hey," Steve nudged her as they slowed approaching the building. "You'll be in good hands. I won't be there with you, but you're a smart kid and you can take care of yourself. I just want to make sure you have access to anything you need."

"I'm not worried about me." Max responded sadly. She turned from the window and looked at Steve, her mouth drooping and the small stuffed bear zipped tightly inside of her jacket. "Out of all of us, I'm the one you need to be worried least about."

"I can't help it." They pulled up alongside a building that was on the cutting edge of technology and sophistication, and Steve popped open the door to step out. As an afterthought he dipped back down to whisper to Max. "Best behavior?"

"I won't make a promise I can't keep." She mumbled back, a small smirk finding space between her frowning.

"Captain!" A voice called from the building. Steve glanced up over the car to find him stepping toward the car. "I was told you were coming, but not why you needed to see me so badly. Miss me already?"

"Hardly," He walked around the car and met Tony Stark on the other side. "I don't hate myself that much. Not yet." Tony watched him carefully, standing in front of his building, as Steve gave him a once over. He stood in fancy clothes, obviously from a wardrobe that consisted of nothing but the finest; despite trying to look nonchalant, Tony had an air about him that almost felt 'holier than thou'. Must have been the designer shoes or the sunglasses he clearly didn't need from being inside, but most likely it was the carefully sculpted facial hair that gave his face that look of 'judging you'.

"So what do you need me for? Not that I'm not thrilled to be here, but I don't always have time to remind you that microwave is not witchcraft."

"Because despite my better judgement, I still trust you." Steve responded, earning a slightly over dramatized gawk from Tony.

"You still trust me? Well tickle me pink, I have just been DYING for your approval."

"I trust you about as far as I can throw you." Steve quipped, a little edge to his words. "But fortunately for us that's far enough. Even more fortunately, I can trust her."

"Her?" Tony questioned. "Who is she?"

"I knew this was a bad idea." Steve reached up to scratch behind his ear, sighing.

"No no, you opened the bottle now you have to drink it down. Who is she? What HER are we talking about, because I know a lot of SHE's and HER's."

"SHE has a name, and it is Max." Steve stepped aside to reveal the voice of an agitated young lady. "So if you don't shut your pie-hole, SHE will put HER foot in YOUR jaw."

"That's cute." Tony responded, turning back to Steve. "Real sweet, did you tell her to say that? And here I thought you were some sort of Dudley-Do-Right, always treating people nicely." Tony had taken on a sort of passive aggressive stance, moderately offended by the verbal onslaught. All Steve could do was shrug.

"I wouldn't tempt her any more."

"Look, I'm not any more thrilled at the prospect than you are. Fortunately I can be a big kid, unlike someone, and put my feelings aside for the greater good. Just point me to my corner and I can assure you, I will avoid you as much as I can."

"Oh! So now I'm supposed to be some sort of glorified babysitter for you and your crazy kid?" Tony was clearly working up to something. "Let me just put everything I've been working on on hold because you need something."

"I'm not asking you to babysit her, I just came for your help. Spend the day with her, do whatever it is you do, I'll come back later and if she hasn't impressed you, and you don't want go learn more I can try calling in some more favors." Steve turned to walk for the car. "But I don't think you'll have a problem with her sticking around."

"I'm not a, kid person." Tony called.

"I'll drop her things off later." Steve called before dropping into the car. It pulled away and left Tony to wheel around to Max. She stood there looking moderately unimpressed but checking out the outside of the building anyway.

"Well don't just stand there," He passed by her, heading for the door and trying to seem nonchalant. "You might as well come inside." He noticed after a bit that Max hadn't moved. "Or don't, it's not like it's only the coolest building that you've probably seen." He passed through the door and just barely caught a glimpse of Max's chuckle before she started for the door.

After a tour that was half assed at best and did little in the form of actually being helpful, Max had been lead into a semblance of a living room. She had just sat down when from above a female voice broke out from everywhere and nowhere at once.

"I can't seem to find any records or information about your guest, sir. I'm sorry it took me so long, I combed through everything but she doesn't seem to exist outside of a little bit ago with Captain Rogers."

"A personal assistant?" Max questioned, looking for speakers or something to explain where the voice came from.

"Something like that." Tony responded warily, eyeing Max. "Thank you Friday, I'll check in about that later."

"Don't mention it." The voice cut in again and Max tried desperately to identify the direction.

"Where is she? Why didn't you introduce me?" Max asked.

"Friday isn't exactly anywhere. She isn't a person, She's an AI, artificial intelligence." Tony kept watching Max, but she stood up and looked at him with an expression of wonder.

"Really? That's crazy, how does it work?"

"It's complex."

"Can you show me?" Max asked, looking almost hopeful. "I've never seen anything like it, it's super cool. I probably won't understand much of it, being a kid and all, but it'll be really cool!" Her face looked so hopeful, and Tony was stricken with the realization that this girl was actually genuinely interested in one his accomplishments. He had things to do, and certainly could have said no or put it off until another time, but he stood there watching as her smile widened in anticipation.

After considering the amount of work he had Tony took a breath and responded, "Sure. I can show you." Max's face lit up and she dropped her coat on the chair, pulling out her bear and carefully sitting it on top of the fabric. Tony watched carefully as she practically floated over, clearly excited. "Is it really that interesting to you? Have you never seen anything like it?" He started in the direction of the control center, Max following close behind.

"Well, you gotta consider who you're talking to." She laughed. "I'm a fourteen year old who's been learning about super stuff from a living fossil. You think I've had time to explore artificial intelligence, much less see it with my own eyes? I'm interested to learn everything I can." She watched carefully as Tony considered her, before adding, "Who knows, I might even be able to do your job."

"I don't think that's possible, I'm one of a kind stock." Tony almost found it amusing, a kid doing what he does best.

"You never know." There was a sort of mischievous tone to the way she said it. "It could happen."

* * *

 _I can't guarantee that everything here is completely accurate, I may have messed some things up or done some things wrong but I tried to make it as accurate as possible. If I did mess something up let me know and I can fix it, but I tried to be as correct as far as I remembered._

 _Also, I just feel like I should tell you that I cannot wait for what happens next. It should be fun._


	19. Chapter 19

"You don't believe me." Max fell back into the fancy chair and crossed her arms. Sure, she had expected a bit of disbelief from Tony, after all she had just blown his mind, but really the way he treated her was just insulting.

"I usually have a hard time believing a girl I just met could turn my entire system against me." For the third time he wiped fire extinguisher powder from his shirt and pulled silly string from his hair. "I want to know how you did it."

"You showed me the ropes yourself! From there it was just about some additional research and asking the right questions of geeks on message boards; it's called a prank, look it up. I told you I could do your job."

"This isn't doing my job, and I still have a hard time wrapping my head around how years of my work was turned into a playground for you."

"It's my thing. I can do anything if I see it." Max stood up and made her way to the kitchen. "You know, you oughtta get yourself a towel, maybe clean up a little, because... Yikes." The tiniest little smile pulled across her face. Convinced the conversation wasn't over Tony moved to follow her and was just about to say something scathing when he was hit in the face with a pie and treated to an air horn symphony. All courtesy of Max who sat at the counter with a laugh caught in her throat. Tony Stark wiped cream from his eyes and watched Max.

"I guess I forgot about that one."

"You think this is funny?"

"Well, the law of comedy dictates that a pie to the face is pretty damn hi-larious."

Later, after being assured that there were no more pranks in the building and that Max promised to keep her hands off of things, Tony left her in the sitting room with some basic tech to entertain herself with. He needed plenty of time to clean up.

Despite not completely trusting Max to be honest and setting up Friday to monitor her activities, the girl had remained true to her word and was simply searching the net for new and exciting talents and information.

"Looking for something?"

"Question." Max didn't look up from the tablet she had in her hand even as she typed on a nearby computer. "What can you tell me about any of these things?, like correlations? Twitter, superheroes, and old men?"

"I can tell you that I'm concerned about your browsing habits."

"Listen, let's keep crazy porn stuff out of this." Max glanced up to look disapprovingly at Tony. "What I mean, is I've found a niche. Something the internet is missing."

"Enlighten me." Tony stepped closer, curious as to what she's talking about.

"What does the internet love more than funny gifs of babies or animals?" Max swung around in the seat she had been laying in to sit up straight and make eye contact. "Tech-illiterate old people and superheroes. So I found the perfect mix. A technologically impaired superhero."

"You created a Twitter for-"

"Captain America." Max flipped around the tablet to give him a look at the page. "These days, if you're not on social media you're basically invisible; you don't exist. A good way to get positive publicity; run a halfway decent twitter with monster followers. I looked into it, found that there are people impersonating Steve all the time, but I can do it better. In the few minutes since I opened the account and began a questionnaire, we've gained seventy four followers." Max smirked. "People love super heroes."

"What sets you apart from the other impersonators?"

"I'm smarter to start. I researched the fastest way to get people interested in your social media and what people expect from captain America's twitter. I had to run a new operation to compare a ton of information at once and transform it into manageable data, if you had one I couldn't find it; point being, people demand only a few things to be satisfied with a REAL Captain America Twitter. Only a basic understanding of the app, granted an admission of help once in a while can be used, but mostly just basic text posts. People want the patriotic justice good guy feeling they've come to expect from him without it feeling forced; essentially a genuine personality. Finally, they expect to be able to laugh at him, after all he IS extremely old and says funny stuff once in a while. On top of all that, I have the benefit of knowing him, so I can accurately portray a day to day life for him."

"This is an insane idea."

"It's smart business. Worse comes to worse, I shut it down with the excuse he needs to focus on being there for the people that need him or some other bullshit. The point is, I'm using my free time for something other than messing with you. Something constructive."

"I like the sound of that." Heads spun to find Steve standing in the entryway with bags for Max. "Something constructive coming out of Max sounds like a dream come true."

"Wait until you hear what it is." Tony mumbled. "Friday we have got to work on security, my God anyone could walk in."

"Steve can I have a Twitter?" Max was back to poking at the tablet.

"I... Don't know." He was hesitant and look he gave her expressed that. "I'm sure what it is, so I can't pass judgement on it." He stepped inside and approached Max. "Is that what you have plastered all over up here?" He leaned over the chair.

"Yeah." Max looked up with the sweetest and most innocent eyes Tony was sure he'd ever seen. "It'd give me something to do when Tony's too busy for me."

After she batted her eyelashes at Steve and gave him the saddest puppy-dog eyes she could authenticate he bent a little.

"I guess we'll try it out, but you have to promise I won't hear any problems." Max beamed with a happy smile and leapt up to hug him.

"Oh thank you, Steve! I promise I'll be good, you don't have to worry!" It was the best act she could put on, and Steve seemed to be buying it. He was too smart to not be cautious, but at least Max got what she wanted.

"Alright," He squeezed her briefly, to acknowledge her appreciation, and then stepped back. "I'm going to put your things in your temporary assignment. Is there anything you need?"

"Did you remember the night-light?" Max asked nervously.

"Yes, I'll take care of that."

"Okay." Max responded. "I think I'll be good."

"I'll be right back." Steve lifted the bags and walked off. No sooner than he was out of earshot and Tony scoffed.

"Did you just play him?"

"Like a fiddle." Max whispered.

* * *

 _I know it's been a long time. I've been busy or had nothing to build on. I know for a fact this is not the only time there will be huge gaps in updates. I'm sorry, I have a lot of stuff and I can't promise or commit to always be working. However, although I get busy, this story is a joy for me and I'm working so hard to tell it well._

 _I want to share with you the story that I've created for Max. Though it may take awhile I am very proud of all the effort I have put into developing her character and writing out the plot. I sincerely hope everyone reading or following is enjoying learning about Max's story just as much as I'm enjoying telling you. There is so much more to come, and so much explanation that needs to be brought to light, and I hope that all of you will continue reading as I work on further installments._

 _With all of the sincerity, gratitude, and appreciation in my body, **Thank You** _


	20. Chapter 20

"God DAMMIT!" Max screamed as she stood up again, wiping sweat from her eyes and pushing her hair back. "Again!" She fell into stance and waited for the drone to come at her. The bot hovered for a few seconds before coming at her, despite valiant attempts to beat it into submission ultimately Max was defeated and knocked to the ground.

"Aaaauuuuuugghh!" Max screamed, standing up and rubbing her hip. By this point, after being knocked down so many times, she was beginning to bruise in a few spots. Taking another breath and collecting herself, Max slid into a new stance and called out, "Again!"

Tony, after hearing the commotion, straddled into the training room and watched as Max used every trick in her arsenal to beat up her opponent. She attempted to use brute force and attack head on, and for a bit it seemed like her building rage might be just enough to earn her a victory. However, just as she was starting to let her vision tint red, she seemed to get a grip or think better of that tactic and return to a more levelheaded technique. Even though her form was admirable and her attacks were not lacking in power, Max was still defeated and thrown to the ground.

"God Fucking- Cock shit damn!" Max rolled off of her bruised hip cussing. "Of all the cock sucking, shit eating-mother FUCKing balls! This is bullshit." She delicately lifted her shirt to examine the growing purple splotch all down her side. She lay there defeated and trying to will the pain away.

"I know you didn't learn all of that from dear old Grandma." Tony chimed in. He was slightly amused at the foul mouth on the girl, but on the inside his brain was whirring away trying to make sense of why a technically perfect fighting style was useless for Max. By all accounts, someone with that skill should have won.

"Stuff a sock in it, you douche-canoe." She glared up at him before rolling into a sitting position. "What do you want? Can't you see I'm working on punishing myself?"

"You're not big enough for that." Tony said blankly. He had discovered the missing piece and answer.

"Excuse me?" Max looked at him like he was crazy.

"That's why you can't win the fight. The technique your using, matched with the drone as your opponent, it's disproportionate to your size and weight." He walked closer, descending the stairs into the pit and stepping onto the mat. "It has nothing to do with your strength, and everything to do with how you're using it."

"You're telling me that my being small is why I'm getting my ass handed to me?" Max replied. "No shit Sherlock, now I see why they call you a genius. Who could have guessed, a fourteen year old is small." Despite Max's snarky tone, she was visibly in pain as she stood.

"You're never going to win this battle head on. That drone is made to fight adults, specifically this adult in my Iron Man suit. It's impressive you can go toe to toe with it for as long as you can, but if you want to win," Tony watched her as she winced adjusting her weight. "You'll need to use your athleticism to your advantage."

Max took this in and thought about it. He was right, it had nothing to do with how well she was fighting. It was all about weight and height, two things Max just didn't have.

"You can come back to train when you're feeling better." Tony said. Max broke from her thoughts and looked at him suddenly.

"No. I'll be fine, just tell me what you mean. What are you seeing and how should I fix it?"

"You're hurt. That thing's not going anywhere you can do it later."

"I'm fine, you don't have to worry about me." Max replied stubbornly, taking a step forward. "Tell me how you would fix the problem. Analytically, what's wrong with the way I'm attacking?"

"You're bruised all up the side, if you try to do it now you'll only hurt yourself."

"Pain is temporary." Max said seriously. Her face was practically blank, as if it was a learned response. "I'll fight through it, become stronger, overcome weakness; I won't be stopped. Just tell me."

Tony contemplated for a moment whether or not he should allow her to continue when she was already this badly injured. On the one hand, Max was bruised all over her right side and no doubt other places as well from fighting; on the other hand she wouldn't give up until she was successful in defeating the drone, something she wouldn't be able to do without Tony's observations. Finally, after a long silence he looked away.

"It's not what you're doing as much as how you're doing it. You need to use athleticism. What you lack in brute strength you make up for with agility and speed. You're good at combat but you need to avoid attacking head on, most of your opponents will overpower you there. You're good at jumping and gymnastic stuff so, throw in a little bit of that." Tony's recommendations were eaten up by Max, who stood there nodding and drinking in everything he said. His final bit of advice was potentially the most helpful. "Try to figure out how your opponent fights. You're supposed to be some sort of copy-cat, watch to figure out how to do it, how they do it, but don't copy them. Once you know how they fight you can figure out the best way to fight back." When Max simply blinked at him Tony sighed. "I don't really want to get into brain stuff, it's not really my area of expertise, but you get it right? Learn how to do it, but don't do it."

"Learn how to do it, but don't do it." Max mumbled back. "I understand. Heighten the learning portion, and turn off the action process. Use what I learned in a different way."

"Yeah, something like that." Tony replied. "Additionally, I can reprogram that thing as many times as you need, with as many different styles as you like, to practice with." He offered. "Only if you want." He shrugged.

Despite seeing his willingness to help, Max was focused on one thing right now. "Let me figure out this one first, then we can talk." She approached the drone again, falling into a stance that was less rigid this time.

The new plan was to move around enough to see just what this bot could do before attempting to really get into it. With her feet planted and hands up into fists, Max took a deep breath.

"You don't have to try it now!" Tony called.

"Again!"

"I tried to tell you, you should have waited." Tony commented. He watched as Max carefully sat down while simultaneously giving him the world's worst stink eye.

"What are you talking about? I won, remember?"

"Sure, but now you have to wait to get back in there because you damaged it and yourself."

"Whatever, I fuckin nailed it." Max smiled, a little lopsided and proud of herself. "What are you so upset about? I know you can fix it."

"Yeah well your Smother is going to blame me for your injuries." Tony frowned, tinkering with the bot. He angrily pulled out a panel and muttered,"tells me he doesn't want kids then starts parading you around like he's trying to prove something."

"What?" Max tried not to sound so wilted.

"Nevermind." Tony responded without even bothering to look at her. "He clearly budged on that subject. Maybe he felt bad for you, I don't know, he's heroic like that; taking in a lost kid."

Max sat silently, wrestling with how the admission made her feel. On the one hand she had kind of dropped into Steve's life, but on the other she was sure he had wanted her there. She'd never been made to feel like she was undesirable or a burden, but then again would he have bothered to tell her if she was? It was like lead settling in her stomach, the realization that she might not belong had never occurred to her. Max took a breath and stood up.

"Fuck you." She spat. Tony looked up in shock and anger, but she cut him off. "You didn't have to say ANY of that, but you did just out of spite." Anger radiated from her. "I don't know why you and Steve are so frigid to each other, but it doesn't give you any right to be an ass."

Before Tony could respond Max had stormed past him and locked herself in her temporary room. He considered going to talk to her, but he had seen what she could do and didn't want to become a human punching bag. He went back to tinkering silently, eventually moving down to the lab and leaving Max by herself. They didn't speak for days. By the time Steve came to check on the two of them the tension was so thick he noticed it as soon as he stepped inside.

"Tony, where's Max?" He asked cautiously. It only took a quick glance to the layout of the building for Tony to find her, but he responded frigidly.

"In her room."

"What is she up to?" Steve could tell it was a face off between two children; the man-child and the teenage drama-Queen.

"Don't know don't care." Tony continued to work.

"May I see her?"

"Just be careful she doesn't bite your head off." Tony turned to look at him. "Wild animals are like that."

"She's a teenage girl, not a wild animal." Steve said, moving to find Max.

"Same difference." Tony muttered.

True to the testament of the technology Max was in her room when Steve found her. She was bent over a tablet and despite looking occupied she glanced up savagely.

"Hi." It was emotionless and it hit Steve the wrong way. Every other time she had been able to at least spare a smile, but now she was disconnected and unpassionate.

"Ouch." Steve placed a hand over his heart, wounded. "Is that all I get?"

"Hello Steve." Max looked up just long enough before returning to her tablet. Steve walked in and sat on the edge of the bed, prompting Max to pull her feet away and lean against the headboard. Steve waited for a moment, observing her body language.

"Are you okay?" He tried to keep it from sounding too pushy, but Max was huffy either way.

"I'm fine." She said without even looking up. Moments ticked by with no contact or conversation and finally Steve had had enough. He reached over and pushed the tablet down to her lap, prompting her to look up at him.

"I'm not convinced."

"I'm FINE." Max replied more forcefully. "I don't need you to care about me." She returned to the tablet.

"Well it's a little late for that." Steve responded. "I already care about you. I want to know what happened between you and Tony."

"He's a dick, that's what happened."

"Maxine, that is not appropriate and you know it!"

"It's true." She mumbled.

"What happened?" Steve pressed again. When she wouldn't look at him he called for her, "Max look at me."

With careful eyes and a frown she glanced up.

"What happened?" It was softer this time and it made Max bite her lip and blink away the threat of tears.

"He told me you didn't want me." It was so quiet Steve wasn't sure he'd heard right. He sat there in shock watching Max work up the courage to speak again and his heart ached for her. "Why didn't you say something? If you didn't want kids you should have told me. I know I'm not anything special but I thought- if you don't want me I'll go." Tears fell down her cheeks and Steve watched stunned. She kept avoiding eye contact, turning her face down, and she cried quietly. Steve reached out and smoothed a lock of hair behind her ear. He tilted her face up but her eyes were screwed shut as tears ran down her chin and dripped onto her shirt.

"Max," He said tenderly. She shuddered at the sound of her name so lovingly and delicately spoken. Steve wiped the tears from her face and soothingly rested a hand on her cheek. "Max look at me."

Her eyes were watery and her eyelashes hung low with the weight of tears. She tried desperately to put on a brave face by biting her lip, but it didn't fool Steve. He combed his hand through her hair and her lip wobbled. She didn't deserve it, she didn't feel worthy of this care, but Steve gave it to her because he knew how starved she was for reassurance.

"When I said I didn't want kids or a family," Steve began quietly. "It was before I met you. I'd taken a look at myself and where I was, and I knew that I wasn't going to have the time or devotion to spend on domestic life. I knew it wouldn't be fair, that most of my time would be spent working with The Avengers." He looked at her softly and smiled. "But you dropped into my life and I made space for you. We moved mountains to keep us together and our little family grew to be stronger than ever . I don't want you to ever sell yourself short or think that I don't want you here with me. I care about you, even if we're apart, and I do want you. I love our family." Steve pulled Max closer into a hug that she readily accepted. "Even if I know it's a little unconventional."

Max sniffled and dried her tears against Steve's shoulder, feeling just a bit better now that she knew she wasn't a bother. Once she had calmed down and stopped crying, Steve looked at her again searching for answers.

"Max you're a lovely and capable girl, everyone you meet falls in love with you," He pushed her hair out of her face to see her properly. "What makes you feel so inadequate?"

"I don't want to be alone again." Max whimpered.

"You aren't alone." Steve said, brushing away more tears that threatened to spill over. "Why would you be alone?"

"I'm worried that," Max struggled with the weight of her confession. "That people won't like me if they get to know me. What if I scare them away, or they want nothing to do with me?" She looked up tearfully, brown eyes so sad as they found blue only to be cast down again. "What if you want nothing to do with me?"

"Max I promised I was going to take care of you. I promised sunrises and sunsets and all I asked was that you be honest with me. I know you can't tell me everything and there's something you're running from, but I at least expect you to tell me how you're feeling. Especially if there's something I can do about it." Max's face was turned down but Steve continued to comb her hair back out of her face and brush past her shoulders. It had gotten a little longer since she had cut it a few months ago, and it made Steve realize how much she was growing up.

"Max do you understand?" She nodded softly before looking back up. "We 're a team, remember?"

"I know." Max whispered. "I've spent so long fighting for myself it takes some getting used to."

"Well I hope you get used to it," Steve smiled. "Because there are a lot of people willing to fight with you, people willing to fight for you, and I'm at the top of the list."

"What about-"

" Him too." Steve added softly. " My God Max, he loves you so much." Steve looked at Max, watching a smile spread across her face. "He'd do anything for you."

"Well I'd do anything for him too." Max whispered, bittersweet.

"You always seem happier after you visit her." Steve had heard it before, but now as he looked across the table he was almost sad to admit it was true.

"I get to missing her, so I'm glad when I can stop in." Steve admitted. He took off his sun glasses and set them on the table. "She misses you too; like crazy."

Bucky looked up and almost cracked a smile. He had somehow managed to stay under the radar and was living a decent way while he determined what he wanted to do now. Although he was away from many of his triggers, he found that his days were significantly brighter when he had lived with Max and Steve.

"I wish I could see her."

"Maybe you can." Steve said. "I could pick her up for a few days and the three of us can do something. I'll talk to her, figure out what she wants."

"I'd like that." Bucky smiled with the promise of seeing Max again. In the back of his mind the knowledge of Max's numbers weighed heavy and with time so short and precious he felt compelled to say something.

"Max is getting better at combat." Steve added, trying to fill the space. "She was always a natural, but she's really coming into her own."

"Steve," Bucky began carefully. "Do you ever wonder if, uh... Or what the," He tried to approach it delicately, his hand coming up to touch the back of his neck as if that would help. "Have you noticed the-"

"The numbers?" Steve questioned. "Yeah, I noticed. She's real scared of them." Steve's gaze fell to his hands where he wrung them together on the table. "But I don't want to push it. If it's important, I have to believe she'll tell me." He looked up to find Bucky who seemed concerned and uncertain of how to continue.

"She's recovering. I know that it takes time to come to terms with all that happened, and things are good now." Steve tried to look reassuring. "If it becomes important or a problem, she'll tell me. If not, I'll confront her." For all the softness and care Steve handled Max with, Bucky could tell this was more than just a statement.

It was a promise.

* * *

 _This is officially the longest fanfiction I have ever written! There's still so much more, and I am thankful every time that people care enough to continue reading. I promise there is so much more interesting stuff to come._

 _Sometimes I surprise and entertain myself while writing. I continue to think ,'Oh damn!' Every time I read Steve acknowledging the numbers._

 _Can't wait to continue the story with more surprises._

 _You can also find me on Tumblr ella-animine and feel free to talk to me there!_


	21. Chapter 21

I'm not going to end up finishing this fic, I've lost the motivation for it and all but left the fic fandom for this (I still love all the cannon content ofc, but I no longer read or write fic for this fandom).

That being said, rather than leave the story forever, you all deserve to know where it was going and how it ends.

I will warn you, however, that like most things in life it is neither an easy story, nor a happy one.

Max stays away from Steve and Bucky for a while, for safety reasons. While she's away she becomes more invested in tech and learning, trying to make herself as valuable and as versatile as possible for when she will eventually fight as a hero. Max receives visits from various Avengers who teach her new skills and come to know her and care for her.

Max receives a suit, designed for a hero, from Natasha one day and it is the best day of her life. She finally feels that she is living up to what she was training to be. A hero.

Shortly thereafter Max begins going on small missions and doing vigilante type work, similar to Spider-Man, and grows a bit of a following and fans. She's doing well for herself, she's learned well, and she's doing good work which is all she's ever wanted. She becomes a bit of America's sweetheart, and begins appearing in magazine and newspaper articles, and requests for interviews keep piling up; Max wants to take them but Steve is against it. He wants Max's identity to remain secret so one day she can live like a normal child/teenager. When she's an adult she can make the decision to keep fighting or to obtain civilian status.

Eventually Max is cleared to go on a small mission with Steve, nothing too dangerous, just an old abandoned facility in the middle of buck tooth nowhere with nothing around for miles. It's believed to have been used for dark purposes, but there's not enough info on it. It's played up to look like only Max and Steve, but naturally Bucky joins although he is not officially on the mission. They make it to the facility, a large compound of a few buildings surrounded by miles and miles of woods, and they spilt up, Steve going one way and Max and Bucky another. The duo walk through the halls scoping out the layout. They find dozens of labs, rooms with reinforced doors, arenas, and cells. Whatever this place was, it was incredibly insidious. Bucky is disturbed by what he sees, and Max... Is practically silent, visibly uncomfortable.

Steve finds his way to the main administrative center, the computers won't boot up, no power, but he finds filing cabinet upon filing cabinet of paper records. Steve is shocked by what he finds.

The structure is weak already, but the team quickly finds themselves in danger when the place begins to fall apart at the seams, and they don't believe it was normal wear and tear, but there's no way to know exactly who or what was behind the destruction as no one came after them.

They build camp a short distance away, possibly to go back the next day and search through the rubble for anything else. Max has remained quiet, seemingly haunted by what she saw. After a long period of tension, Steve finally asks her what she knows about the place.

Max clearly doesn't want to tell him, but she eventually caves and tells him what she had told Bucky earlier; that she was made to be a replacement, and that that facility had been where she was raised. Steve angrily shouts at her, demanding the truth, before tossing some files he had stolen in her direction.

They are Max's files, along with two others, other children in the program. They are marked with Hydra symbols and display a long record of bloodshed at her hands. Max flips through the files, Bucky reading over her shoulder, reading with horror at the records kept. They had been trying to recreate the serum from birth... But not for good. Max was never supposed to follow in Captain America's footsteps... She was supposed to follow the Winter Soldier's.

And she had been their strongest. Her, along with the next number in her sequence, her twin brother, in a sense, had crushed and destroyed all others put in their path. Their biggest fault was their volatile interactions with each other.

Max's file had been stamped "unrecovered", all others were stamped "eliminated".

After Max had escaped, the program was no longer being funded by the Hydra organization, and the project was retired. With nowhere to put these extremely violent and hostile soldiers in the making, they were all killed.

Max is understandably distraught, and she throws the files into their campfire before rushing off deeper into the woods. Steve makes to follow her, concerned she is fleeing because he discovered her true secret, but Bucky stops him and sets him straight explaining how she was never meant to be Steve's replacement as she believed, but had just now learned what she really was, and had come face to face with the horrors she carried out. Bucky goes to find Max, locating her sitting numbly under a tree a distance off.

There she explains how, she didn't remember any of that before, but as she thinks more about it she can remember bits and pieces.

She had been ruthless back then. Hungry for blood any way she could have it. They encouraged extremely volatile and sadistic behavior, believed it would strengthen the desire to kill when ordered, would systematically suppress any desire to be merciful if the pleasure derived from fighting, beating, and killing won out.

The subjects would be locked in the cells, only let out for sparring and testing. She spent most of her time in the labs, fighting, or sitting idly in her cell. Rare times, she would be put in a small room with one of the weaker subjects, a final effort for them to prove they were worth something, or die trying.

After a life made up of this, day in and day out, the leading scientist on her case began feed her information and truths about the outside world. It didn't stop her desire to hurt or kill, but it did make her compliant to his plan to escape with her.

After she and this scientist escaped, they were constantly on the move running from those who tried to capture them to return Max, or as she was then known, subject 245, Max became less and less indoctrinated to her wats of bloodlust, being fed stories and pumped full of drugs the scientist would make, reversing some chemical nature in her brain. The stories she was told were a way to change her for good, and coupled with the powerful drugs Max was convinced of her program being that to replace the super soldier and convinced that the facility had been a training camp, and that that scientist had been as close to her father as she would ever get.

Eventually their past caught up to them, in the middle of the night Max woke to gunshots and fire, and in a last ditch effort to save herself and get away, she called on the ruthlessness inside her and did what she had to do to get away. She killed them and ran. After that, she was on her own, traveling the rest of the way through the country until she found where Steve and the rest of the Avengers were in New York and set out on a quest to find him.

After this mission the relationship changes, although Steve finds a way to not be mad at Max, understanding that's not who she is anymore and that her past does not define her. Max still performs hero duties and is beloved by the people, but she appears less and no longer delights in the attention.

Bucky goes back to trying to hide from heroes and villainy, trying to live as close to normal life as possible.

With the introduction of the issues stemming revolving Civil War, Max tries not to take a side being that she's such a public figure anymore. Although at every encounter she is faced with people calling for her to make a choice between one side or the other. She attempts to be as diplomatic as possible however she can be no one seems to want go listen.

Finally, Max sets up a public and live interview that will be broadcast far and wide to tackle these issues. She removes her mask and speaks candidly and openly about her beliefs and uses her own story,to illustrate the fact that most heroes were not born with a choice to choose their powers or how destructive, and howitzer is inconceivable to restrict the use of those powers to specific instances where a limited number of people can decide how they are used. It's a matter of rights, and no matter how you slice it there is no clean answer.

Although this creates sympathy for the Avengers and heroes in general it puts Max in extreme danger. The files were wrong, Max was not the only surviving member of the program. Her counterpart is alive as well, and he is just as ruthless and bloodthirsty as when they fought head to head long ago. Subject 246 is the only kept product of the project that was deemed to be a failure, and he was just sent after Max to kill her.

A few days later, Max is doing her regular hero activities and being a public figure when she is attacked. She realizes quickly what has happened and knows what danger she is in. Although she knows nothing but death will stop him, she fights more defensively than offensively, not willing to lose herself to that bloodlust again.

Max is just successful enough to survive this encounter, but 246 escapes before she can truly bring him down. Max is on guard for the next encounter, but she knows that she will never end this unless she stoops to his level. They may have fought for dominance in the past, but Max knows this time she has to be victorious once and for all.

She contacts Bucky and tells him about the situation, he does everything he can to be near her in case of an emergency. Although he knows Max needs to finish this for herself, Bucky still blames himself in some regard for being the root cause of her suffering and this mess.

It is weeks later, Max is in public with Steve when she is next attacked.

She never saw it coming.

The bullet entered her left upper torso.

She was sixteen.

Because Max was such a public figure there is a push for a large funeral to be held for her, although there is a smaller funeral held so those close to her can openly grieve without worry for what the public and media will think. In all of the images and coverage of the tragedy show Max depicted as a young girl. Steve can't get the image of her dying in his arms out of his head, remembering how small and scared she looked in that moment despite how she tried to cover it up and remain calm.

Bucky swears he is going to find the bastard that shot her, stating that simply killing him would be merciful. He knows he won't be prepared for how young the boy will be, but he keeps telling himself it's necessary.

After a short period, a memorial is erected for Max and the good heroic work she did, remembering her not for what she was meant to be but for who she became. She is depicted not as a hero, at Steve's insistence, but as a young girl who still had her whole life ahead of her. She smiles warmly, hand outstretched, beckoning those who encounter her to join her.


End file.
